Leviticus: Dark Days
by Rogue of the Apocalypse
Summary: The friends of my friends are my friends. A story about how trust can challenge even the might of evil. A story about how being flexible of mind and hale of form can stand up to impossible odds, and the most canalized of grudges in the very powerful.
1. Chapter 1

_**A/N I do not own anything to do with doctor who it's all property of the wonderful BBC**_

It is also about two women running around blowing things up.

(This is an RP that a Friend of mine and I did, I felt it needed to be shared :))

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><p><em><strong>Sarah Jane Smith:<strong>_

She'd been planet side, that she was certain of. The last thing she remembered was reaching for a transducer shield tube, then a hand had been on her face, a bitter smell down her throat and she had woken up here.

A Ghost ship. Emergency lighting. A hint of a chill. The floor grate pressed into her face. She pushed herself up with a moan, looking around. Two hours later, she knew she was on an abandoned ship, mid sized, called the Leviticus. It was adrift in space with her on it. It was most unfortunately populated with some sort of energy creature she did not recognize. Underneath it's sickly green, snapping glow was something tall and reminiscent of wild boar. A Minotaur, it seemed, nearly, and her stuck in it's maze. Sarah Jane also suspected there was more than one. They could be outrun, but were persistent, and by their bellowing, very annoyed with her.

The ship was also populated by the burnt husks of it's former crew. She did not want to be touched by one of the beasts.

There in the ruddy emergency lighting, she had managed to patch the com back together, and rout it to emergency power. As she opened the line, the room went pitch dark with the drain on the system.

"Doctor." She was surprised when her voice broke. "Doctor, it's Sarah Jane. I'm in trouble. Does anyone hear me out there? This is Sarah Jane Smith from Earth sending out an SOS. . . please."

Was that the slightest green glow coming from under the door?

_**Ace:**_

Ace walked to her single bedroom flat she had been renting for a couple of weeks now, flipping through some papers as she went; the local newspaper and some bills nothing special. Pulling her keys out of her pocket with one hand she tried to flip the key to the flat around so she could unlock the door single handedly, dropping the key ring and all "...shoot." she put the papers between her teeth and bit down on them, holding them in her mouth as she bent down to get the keys. Having to kick the door a couple of times before it opened she started to notice a beeping noise coming from somewhere in her room "huh?" she dumped what she was carrying onto a table near the door and started to kick some things around the floor to find where the beeping was coming from.

What she found was her floor with the beeping coming from underneath it "No friggin way." she knew what it was a small distress signal motor she had made to monitor for key phases, Doctor, Daleks, Cybermen, stuff like that and also every companion name she could find in the TARDIS database or could ever remember hearing about. Typing in a quick message, piggy backing on the same signal the SOS had come in, as she pulled out her backpack with the Nitro-9, zappy bat, some alien blasters that she had "found" and a rocket launcher and shoved them in the bag "Gotta love transdimensional stuff.", she hit send, "If he won't I will, help is on the way." grabbing her jacket she headed out the door.

Once she felt she was safely out of eye shot of anyone she pulled a time hopper out of her jacket pocket and secured it to her wrist hit a button and disappeared, two hours later popped up at a planet. "ugh...nope" she hit it again.

_**Sarah Jane Smith:**_

There was only time for one message. The crackling had come again, the light, the sound of the thing breathing as she had stood there frozen in the dark for a moment. One message wasn't enough. But she could not stay. She opened the circuit, shutting off the system and bringing up the sepia and red lights.

Speed was on her side. She sprang to her feet and darted out the other door into a second small room. Sarah Jane darted up the ladder she had come down, steep and narrow runged. Utilitarian.

She'd learned much about this ship as she'd run around it, and was building a map in her head. This she cross referenced with the locations of the other two creatures she was guessing at. Up. Up and stern she would go. Once on the upper floor, she went along in smooth, quite lopes, as fast as she could manage without making too much sound.

A plan formed in her mind, one to lure the creature far away from her broadcast station, then try running past on a different level. Making good time she might be able to get out another message. She did not know what else to do. She continued to play this Minotaur and mouse game. She was very good at it. However, she was challenged enough it was hard to come up with a plan b. Two hours later, she was half way to her goal.

Right now, she had to drop right through the mid deck on her way to the lowest level. Two were on this level, and closing. One was on the second level, and too near the drop hole of the ladder. But she must.

Sarah Jane swore, sat, legs through the hole, grabbed the rail, and swung down. She cried out as she hit the mid deck too hard, the beast there swinging toward her. Dropping though the last, she landed a little better and ran again, now ready to dash back to her hot wired com equipment.

_**Ace:**_

Ace cursed as the hopper dropped her again not where she was meaning to go she jerked the thing off her wrist and stared at it, knowing that this probably wouldn't make one bit of difference, pointing at the thing with her other hand "Look! I know your doing this on purpose, now straighten up and fly right or so help me...I'll...I'll dismantle you." she put the hopper back on her wrist and hit the button again.

She took a deep breath as she reappeared on a ship "Gotta love the smell of a ship." she took a look at the read outs "Yep right place." she started to call out Sarah Janes name but stopped herself, she didn't know the situation so it probably would be in her best interest to figure it out first before she made her presence known vocally, she hit her boot on the floor lightly listening to the echo ability and smiled saying softly "but..." she put two of her fingers to her lips and let out three very high pitched whistles, the kind that carry a great distance. Then bolted down a corridor stopping to look down another corridor every once in a while to see if there was anyone down it.

Rounding a corner she came face to face with some form of energy creature, "...nope" without a second thought she about faced and bolted back in the direction she had come in like a flash. Taking a couple of sharp lefts and rights and coming to railing she looked down "...not to far." she could hear the thing behind her so she backed up, pulling the straps on her bag to make sure the backpack was secured to her back she looked back at the creature and it drew closer "See this now...this you can't do." she ran to the railing and grabbed it as she went over swinging herself down onto the floor under it, rolling when she landed so she would land on her feet. Laughing when she stood up, because she had hoped that would work but she wasn't sure. She made sure to put as much distance between that creature and herself, letting out short high pitch whistles ever couple of minutes.

_**Sarah Jane Smith:**_

She thought she heard a whistle. Perhaps her mind was playing tricks on her. Still, she headed for it. Could the Doctor have caught her SOS? He had often called her with a whistle. She swore he did it because she had a terrible whistle. Show off.

She would do it, darn it all, she would. She dashed down a corridor, gaining ground from her pursuer, then dodged to mid ship where it was most open. Here she stopped to close her eyes, make fists, purse her lips, and cut loose with a whistle that didn't sound more than a few centimeters beyond her lips. Then she heard that other clear whistle again, and simply called out.

"I'm here! I'm here!" She shouted. A glowing, crackling Minotaur suddenly loomed in a hatch across the way. Sarah Jane started to run, to hell with the sound of it. Another shape loomed, with it's toxic glow and sulfur breath in that doorway. She squeaked, and went right up over a stairwell railing, climbing through like monkey bars to dash for yet a third hatch that as of yet stood dark.  
>"I'm here!"<p>

The pair of them were quite a conundrum, now moving to herd her first one way, then the other as she clambered around in the stairwell and it's hard metal drop off a story and a half.

_**Ace:**_

She heard someone she knew she did so she headed in the direction she had heard it come from, stopping for a second she jerked off her book bag putting it on the ground, she pulled the blasters out of the bag and slung the bag back across her back, priming the blasters she ran around a corner now just mostly following the smell of the creatures.

Passing a hatchway she heard something and backpedaled, looking down she saw the creatures and Sarah Jane "Hey!" she reached down quickly holding out her hand for Sarah so she could pull her up to where she was.

_**Sarah Jane:**_

Human voice, human face. Not the Doctor. A woman. A soldier. She looks up in open mouthed surprise, taking in her finely hewn, open face. Pale hair braided smoothly back. The hand thrust her way was short nailed and straight fingered. The arm attached looked strong enough to hold her 7 stone.

"Hi!" She said breathlessly with shock and sudden hope.

Sarah Jane let go the railing above, and for a weightless moment, stood poised on her toes on a single bar. She took that offered hand, and leaped upward, her second hand flying up to catch the woman around her bicep as she came upward.


	2. Chapter 2

_**Ace:**_

When Sarah Jane caught her arm and started upwards Ace threw the other blaster down grabbing a hold of Sarah Janes forearm and smiled "Gotcha" to make sure there was no chance she would drop her. Using the momentum behind Sarah Janes jump she fell backwards onto the floor pulling Sarah Jane up onto the floor.

Once she was sure they where both not gonna fall she reached into her bag and grabbed two cans of Nitro-9, pulled the tabs and stuck her head over the hatchway "Here choke on this" she chucked the cans in then moved over shielding Sarah Jane some as they exploded. When she was sure nothing was gonna come crashing in on top of them she offered her hand smiling "Names Ace."

_**Sarah Jane Smith:**_

She screamed as she was threaded through the rails at a good clip. The woman's arm held, and she shot up to the upper level. The woman fell back neatly, heedlessly, apparently to the hard metal to vault Sarah Jane all the way up before the creatures could snatch at her rapidly disappearing legs. It was fine arc that did not bang her on the metal all around, landing her instead like a good penny toss.

Her rescuer was armed to the teeth. Sarah Jane didn't know if she should be terribly thankful, or angry. Who needed all that? She found out when the woman loosed two canisters down the well at the approaching creatures. She was frankly shocked, and would have looked right over the edge in some effort to make it un-happen, when Ace got between her and the explosion she hadn't quite believed in until it shook them.

For a moment, she could only look back and forth from the woman soldier to the smoking hole and the couple of slabs of still sparking meat that lay on the deck near them. Then she realized the young woman, her own age perhaps, had said something, was holding out her hand. Was giving her a grin like a happy Kansas farm girl. Irascible and lovely. Sarah Jane ran her mental audio recording back, Ace.

"Sarah Jane Smith." She said, a little breathless, blinking twice. "There is another one somewhere." She put her hand in Ace's web to web in a good grip, her face cracking a little with gratitude. "Do you have a ship?"

_**Ace:**_

Ace shook Sarah Janes hand and smiled "Nice to meet you Sarah Jane." dropping her hand she looked over the hatch "Then we should put as much distance between us and them." she looked back at Sarah Jane when she asked her if she had a ship "oh...umm not such."

Pulling up her sleeve, showing Sarah Jane the hopper "Just this little thing...It's a very primitive form of space/time travel. But...ya do what ya can." she looked at it and groaned some "You have got to be kidding me." she took the hopper off and turned it over, taking the back off "...Circuits fired. Typical."

Sticking the hopper in one of her pockets, now she felt like an idiot "well...at least your not here alone. I take it there's no escape ships left on this thing are there."

_**Alec:**_

The cans exploded...

...the smoke cleared...

...And then there was the glow. They were angry now. They made an ugly sound at Ace, a toss up of a hiss, a screech, a screech, and a human laugh.

-wait-

What? A human laugh? Why would the creature make that kind of- oh. The human came through the smoke. First visible were his black boots, then his gloved hand, which came next, then...

"Welcome, Sarah Jane, Ace," said the blonde, golden-eyed Timelord, "To my menagerie. You will find that there are many more creatures than just these on the _Leviticus._"

His laugh had dissipated. His inominous, casual, at-the-movies chortle wasn't there.

"Have you ever an advent calendar? Every day, you open another flap, revealing a new part. Difference is, here, every hour, another monster is let loose."

Alec smiled.  
>"This is a Sontaran ship. Find the weapons."<p>

He turned, walking away.  
>"Good luck. You'll need it."<p>

_**Sarah Jane Smith:**_

An inhuman laugh came from within the billow of dispersing smoke. No. Not inhuman, for it sounded as if it _could_ have come from a human_ throat_, but it could _never_ have come from a human _mind_.

Sweet stars, she knew that laugh. Every hair on her body was suddenly standing up at right angles to her skin.

The Dark Lord.

He came, tall and pale, striding out of the miasma of smoke as if it had birthed him. Sarah fell fully back in her shock. Her mouth fell open, for face had gone numb with fear in an instant, and it seemed as if there wasn't any air. It was difficult for her to move, to breath, for she is caught frozen in primal reaction : prey under the eye of predator.

His words could not have been less welcome, nor the vivid, bloody images they provoked within her. She and this poor soldier woman were going to die, and it was not going to be pretty. Sarah Jane found herself clutching at Ace's flap jacket.

The leather clad blade of a man gave is parting shot and turned to go. It was time for a witty remark, but non such came to her mind or her lips that moment. She was afraid of Alec Harrison in a way these energy beasts did not provoke in her.

_He_ was smarter than her. That was the scary part. That and all the times he'd tried to kill her.

_**Ace:**_

Ace turned around and watched as the tall man stepped from the smoke. When he spoke she narrowed her eyes at him listening. She wouldn't go as far as to say the guy scared her but he did make her uneasy, and that annoyed the crap outta her and she'd be damned if she'd let him see that.

She looked down at Sarah Jane as she grabbed a hold of her jacket, she could see that the woman was scared and had a feeling that was the exact reaction this guy wanted, which in her mind made him no more then a big bully...a bully with the ability to kill them of course but a bully none the less.

Staring at the guys back as he walked away from them "Chicken..." before he could respond "Yup you heard right...this is all one big game to you isn't it? Do you not have anything better to do with your time then scaring people in some sick game?" she gently put her hand on Sarah Janes bicep, trying to convey to her everything was going to be ok and steer her away from the current room "Come on I still gotta get you outta here."

_**Alec:**_

Ace.

He'd read about her when studying the Doctor.  
>"Oh! The emotional cripple. Almost forgot about you."<p>

Alec turned, as if actually listening, or caring what she said.  
><em>"Chicken..."<em> he didn't attempt to respond,_ "Yup you heard right...this is all one big game to you isn't it? Do you not have anything better to do with your time then scaring people in some sick game?"_

He chuckled again.  
>"Aren't you a doll?" he said, in the same tone with which one would speak to a child. "Well, I see you don't know much about how me and Sarah Jane...relate."<p>

His head flipped through their pasts experiences like a book. Sarah would've been dead by now- no doubt. He could always outsmart her personally. It was whoever tagged along that somehow got him.

"I refer to a menagerie and an advent calendar, but this is no game. This..."

His lips curled back, his smile becoming cruel.  
>"Now this is <em>payback.<em>"

_**Sarah Jane Smith:**_

Sarah Jane was startled to realize that the Dark Lord knew Ace somehow. Or perhaps he knew just enough about her to hurt her with his words. There was nothing like cruelty to get Sarah Jane back on her feet. She surged up, feeling as though she is standing on stilts, for she is still shocked by the Dark Lord's presence.

"Leave her alone!" She thundered, or tried to, but it came out a horse whisper as she glared at him, standing side by side and arm in arm with Ace, afraid the soldier girl will try to take on the Dark Lord, and probably die. And to make certain she herself didn't wind up on her backside in her shock. Her growing anger was taking the ice from her limbs and replacing it almost painfully with lava, however.

As he left them, she wanted to shout again. She wanted Alec Harrison to hear her. She wanted to tell him that he didn't really want to do this. That he didn't have to do this if he didn't want to. Even if he liked it now, she knew he'd regret it later. She could not shout, however, her breath this moment stolen by her fear.  
><em><br>"Come on, I still have to get you out of here." _Ace said, most miraculously, and Sarah Jane found she could breath again. Her face burst into a hopeful smile as she gulped in welcome air.

"Aren't you clever, Ace!" She clapped the woman on the back. "Lets go!"

She could not quite explain, even to herself, how every desperately she did not wish to open the next door in this Advent calendar from Hell.

There was something deep and wide in Ace's eyes that made her wonder if this diminutive woman soldier had too traveled through time, but she did not want to slow their journey out of here by asking her about it right now.

_**Ace:**_

_"Oh! The emotional cripple. Almost forgot about you."_ Now that...that did stir an emotion in Ace, even after all these years that knife still twinged slightly as if the words where brand new, when ever someone called her that.

Ace started to move towards the man, her emotions momentarily over taking her common sense "You little..." but stopped when she heard Sarah Jane speak up. Tiny but fierce, just like she'd figured she'd be.

Ace turned to leave when the Sarah Jane said to go moving her hand slowly to make sure she still had her blasters in her pocket there was no way she wanted to be completely unarmed in this advent calendar death trap.

When she felt they where far enough out of ear shot she couldn't help but ask "Ok two questions..." she stopped for a second to check down a hallway to make sure it was clear "One...do you have any idea how you got here, and two who was tall dark and ugly back there? You two seem to have some history."

_**Sarah Jane Smith:**_

Ace was just a little younger than herself, but she was a strapping little farm girl of a woman. As the Dark Lord's words stung her, the Ace surged forward a little, and Sarah Jane realized clearly she couldn't out muscle her by long shot. Luckily, they did not have to wrestle it out. Ace took Sarah Jane's wish to hold her back for the deed. Or did not notice and contained herself. At any rate, in that last glance before Ace lead the way off, she could see hard fine lines of pain in the tender flesh beside her eyes.

They jogged lightly through the ship, Sarah Jane feeling great relief that she was no longer being chased, most certainly after the last few hours of desperate evasion. A ways off, they stopped, Ace questioning her.

"Sarah Jane Smith, Acquisitions and Public relations on the B class trader _The Eyes of Zeus_." She introduced herself. The last few hours had been so exciting, she had to dig to remember back, though it only took a breath and a frown. "I was planet side on Kiplinger in the Saini system, then-" she shrugged "Ambush from behind, something over my mouth, and then I was here."

She looked around, face suspicious as if just remembering to keep an eye out. In a heartbeat, she was looking back the way they came. Back to where she'd seen Alec.

"That is a fellow who likes to call himself the Dark Lord when he's in a bad mood. Gallifreyan. Time Lord. Crazy as a ship board rat, and probably the most brilliant creature you'll ever meet." She swallowed hard, put her eyes back on Ace's, and steadied her heart for a moment until the tight fear that pulls at her soft mouth becomes instead a wry smile. She also watched Ace carefully to see if she would react to the time reference like a time traveler or not. There was just something about her. "I'm on his actual 'better off tormented and killed list'. Long story. Something I haven't even done yet."

"My question is, Ace, how does he know _you_?"

_**Alec:**_

"So she _can_ talk!" he said to Sarah Jane.

He checked his watch. Almost time.

Almost as soon as he was gone, he was back. Not physically- he couldn't exactly be here for this. But in their heads. It could only be described as a "Timelord thing." Telekinesis was a good second guess.

_It's getting late, it's getting dark,  
>The numeral twelve, the clock does mark.<br>Be prepared, for the worst to come,  
>Revenge is not for the stomaches of some.<br>Leviticus, this ship is called,  
>Watch out or you will be mauled.<br>The clock strikes twelve, so be prepared,  
>Your life signs just might be impaired.<em>

His voice suggested in through their very minds. A large, arachnid alien had just been released, and was coming straight for them...

_**Ace:**_

"ok...as I see it we have two options we either, find some place to hold up and I can work on this hopper or we can find the weapons and fight our way out." She was game for either.

_"That is a fellow who likes to call himself the Dark Lord when he's in a bad mood. Gallifreyan. Time Lord. Crazy as a ship board rat, and probably the most brilliant creature you'll ever meet."_ Ace couldn't help but laugh a little "Aren't all Timelords... completely insane, genius and terrifying when they're in a bad mood." she shrugged "But...they're good people...mostly"

"I dunno he's probably met me I just haven't met him...yet?" Ace shrugged "I dunno I quit trying to keep my terms straight years ago." Ace stopped in her tracks when she heard the voice in her head "ok...did you hear that or have I finally lost my mind?" she looked up the way at the arachnid alien coming at them "ok completely sane, Run!" she started to back track while trying to get her blaster out of her pocket.


	3. Chapter 3

_**Sarah Jane Smith:**_

The Doctor had been in her mind many a time. A gentle whisper. A delicate fingering through the files of her mind. Healer. Welcome friend. The Dark Lord was none of these to her. His voice, his images boomed through her mind. She felt used like a violin in the hands of a dark musician as his poem flooded through her. She covered her ears with her hands. Sarah Jane knew it wouldn't help, but she could not help it herself. Her mouth drew open in tragic offense, though she made not a sound that instant.

The last image thrown at her was that of a giant spider, and as she burst back fully into herself, the image blended most terribly with reality, the alien arachnid creature itself was scrambling out of the darkness toward them. Sarah Jane froze.

_"Run!"_Shouted Ace, breaking her loose.

Now, Sarah Jane was not a soldier, but she'd spent quite a bit of time with that kin in her time. Ace was her gunner, and she herself would be navigation, having run all over the Leviticus for the last two hours. There was a reason flap jackets were built so clearly like a harness, for they made excellent handles. Sarah Jane grabbed Ace by that tough material and started dragging her backwards at a good clip, mind calculating where the best bolt hole was.

As was her nature, as soon as she could drag in a breath, she cut loose with a single scream, never missing a beat as she guided Ace backwards down the corridor, letting her run shotgun.

_**Ace:**_

Ace couldn't help but wander where The Dark Lord had found these things at and if the last two where any hint of what was to come she wanted to get the two of them off this ship as soon as she could. Letting Sarah Jane guide her she pulled out the blasters and started firing at the spider in fast, precise shots, or at least she hoped they where. "Remind me kick the Dark Lords butt next time we see him."

She hated spiders with a passion and now she was fighting a huge one. At the sound of Sarah Janes scream she "Where's a giant can of Raid when you need one eh?" she couldn't help but crack a joke as she held both blasters in one hand.

She reached over her head and reached into her bag "Hopefully you've found a hole." she hadn't been paying attention to were they where going while she had been firing at the spider, Ace pulled out a grenade and stuck it in her pocket "Cause when you do I have a little surprise for our friend." she began dual wielding the blasters again.

_**Sarah Jane Smith:**_

Whatever Ace was doing, it might be slowing the creature down, but it wasn't stopping it. She discarded her first two ideas, having underestimated the beast. Medical, they had to get to medical. Sarah Jane got a terrifying look at the thing as she yanked Ace around one tight corner.

Its lower body was constructed like a spider, but thick and ornate as a armored crab shell. It was the size of a lion, but with triple the mobility on it's multiple legs. It's face was a horror of multiple eyes, fangs and vertical mandibles dripping with something clear. She wished she hadn't looked.

Tight quarters, thick walls, she'd hidden here a while before but had been chased out by multiple shocks from the tesla ridden Minotaurs. Medical quarantine, built to withstand what even the Sontarns needed to lock up. Also, there was a speaker. She wanted to try to talk to it. Right now, though, they simply needed to escape it.

"Got it." She said simply in answer to Ace's inquire.

She dragged them both into that inner room, nearly spinning Ace around with her enthusiasm, and then let go of her to turn quick and push against the sliding door, hoping to shut it in that terrible face.

"Ace!" She demanded.

_**Ace:**_

After Sarah Jane let her loose she spun around whipping the grenade out of her pocket then stopped for a second if she threw it down the hallway they just came from would it be enough to kill the spider or would it just end up knocking the door in on them leaving them totally exposed.

_"Ace!"_ That jerked Ace out of her head. She jerked off her pack letting it drop to the floor and stuffing the grenade back in her pocket plenty of time to use it later if needed there where to many variables here.

Ace ran over and slammed her shoulder against the door trying to help Sarah Jane push the door shut; she caught some movement out of the corner of her eye at the bottom of the door, the spider had managed to get a leg in the door "oh heck no!" she pulled up her leg and slammed it down several times on the spiders' leg till she heard it snap and break off. She pushed again against the door.

_**Sarah Jane Smith:**_

She screamed when that leg came through the door, and ignored it. She'd given up on quiet years ago. The screaming would come when it comes, as it did now while she shoved with all her might and Ace stomped. When the limb broke, and they pushed, the door pinched nearly shut on it. She stretched over and yanked the twitching dark limb out of the doorway, one more heave and it was shut.

She leaned against the door, panting, it's the first time she'd stopped moving in a few hours, the first time she felt truly safe.

She looked at Ace, amazed by her guts and ability.

"Who are you? Some sort of special service or something?"

The spider thing riled and hissed outside the door, screaming it's pain of it's missing limb like car breaks gone bad on a steep hill.

_**Ace:**_

Ace flattened her palms against the door after they had finally gotten it shut and panted a little, closing her eyes and listening to the creature on the other side of the door, it had made her skin crawl and she was thankful they had finally put something between them and it. She felt that that was one of the few close calls they where gonna get.

_"Who are you? Some sort of special service or something."_ Ace chuckled a little still listening to the thing outside, smirking she commented "Ya something like that." turning she walked over to where she had dropped her pack and picked it up, setting it down on the table she started to rummage through it looking for a screwdriver set she had somewhere in the pack so she could start working on the hopper while they had a minute, pulling out and laying on the table some of the bigger weapons or tools that she had so they weren't in the way.

Looking up from her bag for a second she studied Sarah Jane before digging back through the bag "This might come off as a slightly stupid question but I'm asking it anyway, you doing ok over there?"

_**Sarah Jane Smith:**_

She gave the young woman a smile that had her quiet thanks inside it.

"I am now, thanks to you. For the moment anyhow." She shuddered and stepped away from the wall, for she could still feel the spider thing thrashing against the wall. She went right to Ace and took her by the forearms, finding that depth filled gaze.

"But you can't begin to imagine how much trouble we're in. Thats a Time Lord out there pulling the strings. Did I hear . .you've met one? Is that what you said? Then, you know- perhaps how unlikely-" Her gaze went distant and blank. "He's never going to let us go.

Her eyes are a bit wild, she begins gripping at Ace's arms in her fervor.


	4. Chapter 4

_**Ace:**_

Ace watched Sarah Jane got up and walked over to her _"Did I hear . .you've met one? Is that what you said?"_ Ace nodded "Ya but the one I know...the one we both know, The Doctor, he was nothing like this. The Dark Lord has to slip up some time or another" she could see that Sarah Jane was losing it and honestly she couldn't blame her.

"Sarah Jane...listen to me. We'll get out of this, ok." Ace tried to gently pry Sarah Janes grip off "You just have to stay calm and sane ok. Trust me." Ace tried to give her, her most reassuring look, but she didn't know how much that would work because she herself was starting to draw a blank on how to get them out of here.

"We need a plan, ok granted I have no problem with going in guns blazing but in this situation I don't think that will do us any good." she watched Sarah Jane gauging if she was getting through or not.

_**Alec:**_

A low growl cascaded through the room, which was revealed to be very large in size. A spotlight appeared, glaring down at the two like a disembodied eye.

Alec's voice again filled their ears, though now, it was booming, like hundreds of amplifiers going off.

"The clock strikes one,

And you will find,

That death is here,

Inside your mind.

Let words be short,

You have little time.

So you must figure,

Out this rhyme:

'What is striped,

But not black or white?

What is a from earth,

But not from the light?'"

Red eyes appeared from the darkness, and the growl intensified. It was true, they had little time. The chains were almost broken.

_**Sarah Jane Smith:**_

It took three full seconds for the panic to clear from her eyes and for understanding to come through. Her mouth dropped open softly with just a hint of delight.

"_You_ know the Doctor! Of _course_ you do!" She gave Ace another shake, but not out of panic and instead with a rush of hope. "Then, Sister Ace, I believe we have a chance." She broke away from the woman and started looking around where they were at. Certainly Medical quarantine had its accoutrement. A moment ago in despair, she had not been able to see with the right attitude.

Then she remembered just who they were up against as Alec's presence invaded their retreat. His voice thundered around them.

Always at such times, she had taken a half a step behind the Doctor, letting herself feel shielded there, regardless of the hopeless reality of many a tight corner. It made no difference who was standing in front if the whole building was going to explode. In years to come, she would learn this for herself. In her future, it would be so easy to stand like a ships figure head in front of others when danger was near. She would learn it only mattered in the heart, and would gladly lend her son and her young friends the innocence of standing behind her. If only to let them know they were loved.

Now, it is everything she can do to stand boldly side by side under that light, hands over her ears, pain in her face, and the only thing louder than the Dark Lord's voice was the roaring pound of blood in her ears.

_I swear that there was a wall here when I first came._ She thought. _Never underestimate a Time Lord. And he better not underestimate me._

That is when she saw the hulk that growled in the dark.

Sarah Jane had pressed passed terror into absolute survival mode. She grabbed a couple of giant, thin, haz mat type suites, flinging one at Ace.

"Batten down the hatches, Ace, we're going outside the ship." Already she is scrambling into her own. She is not unfamiliar with the type of fastening, and is sealing up quick. "Look, I just bet your doohickey will work if we get outside of this ship." Sarah Jane is moving to help Ace, keeping a hard eye on the terrifying creature in the corner. "We take the vent hatch out, you try to get us back to your base, and if it doesn't work, we'll have enough time to find another hatch in." _Or we'll die._"Or you could just kill it." Her eyes are steady, even if her hands shake a little.

The Sontarn suit fit her like a stiff rubbery picnic blanket. It would do to flee the ship in, and better that than any more of Alec's 'poetry'.

_**Ace:**_

Ace smiled when Sarah Jane seemed to calm down, good she thought that'd get through to her, turning she continued to search through her bag pulling the screwdriver box form it "ah ha! Found it." Ace squinted as the spot light came down on them almost blindingly.

Next thing she knew it was like ice pick through her skull. Ace flattened one of her hand on the table and put a little bit of pressure with her other hand against her temple trying to pop her jaw as she tired to push the pain that ran through her head and to the back of her mind. Gritting her teeth she crossed her eyes for a minute "Gah...that's something you never get used to." when the pain subsided enough to where she could focus, Ace stopped and studied the thing in the dark, running over Alec's poem in her head, softly "Demented man."

Ace caught the suit as Sarah Jane threw it at her "Outside the ship?" now that was a fear she had trouble hiding, not that she was "scared" of it per se just space walking or whatever it was called made her a little shaky, cause to consider she was separated from the vacuum of space by a piece of glass didn't add up sanely in her head. "o...ok." she quickly got the suit strapped on as Sarah Jane helped, she turned and stuffed all the stuff she had pulled out of the bag back in it making sure there was no way anything would fall out, she slung it over her shoulder and tightening the straps down tightly.

Ace strapped the hopper to her wrist outside of the suit so she could get to it easily then smiled weakly at Sarah Jane and gave her a thumbs up "Alright lets do this then shall we."

_**Sarah Jane Smith:**_

The beast in the corner was starting to break loose, and Sarah Jane was very glad to have a gun between her and it, though she wouldn't have admitted that. She reached out and checked the seal on Ace's suit. It fit the smallish woman about as well as her own did, which was not.

It wasn't a heartbeat after Ace gave her that brave thumbs up, that the over muscled demon dog in the dark broke loose and started bounding toward them. Sarah Jane shrieked, as she knew she would, but it did not stop her as she yanked Ace into the emergency evacuation compartment. It fit about like two women in a phone booth wearing water beds. She clutched at Ace even as her hand slammed down on the big black button.

The beast slammed into the side window in terrifying fashion, then suddenly she was being sucked into space at the speed of decompression. They both popped out of the ship like Jacks. Sarah Jane only just caught at a handle on the way out the door, her other hand reaching out frantically for Ace's boot which was headed past. She grunted hard as she caught on and held tight, the woman's velocity hitting her arms. She held on with all her might.

_**Ace:**_

Ace tried to fire off a couple of shots as the creature started to run towards them but was unable to get a clear shot as Sarah Jane yanked her into the evacuation compartment, cramped wasn't even close to how she felt in that compartment.

She instinctively closed her eyes as Sarah Jane hit the button launching them into space. Being jerked out into space by the invisible pull of a vacuum Ace got momentary disorientated, spinning her arms a little trying to find something to grab onto as she went out the hole, she flew up into her suit when Sarah Jane grabbed a hold of her boot

She couldn't help but keep thinking don't panic, don't panic and trying not to move to much and causing Sarah Jane to loose her grip on her boot. Ace reached up and switched on the two between the suits "You ok?" very carefully Ace moved her arm in front of her and flipped open the compartment on the hopper "Cross your fingers ya." she closed her eyes and hit the button.

_**Alec:**_

The device sputtered, sparked, and shorted out. It began smoking, and soon caught flame.

"Trying to cheat, are we? Why Sarah Jane, I must say, I'm dissapointed. Where's all that fighting spirit?" he asked. This time across a loud-speaker.

It was evident that they could not leave, at least by means of Ace's device. Alec explained why.  
>"I've planted a isomorphic conjameration field." rambled he, as there was a loud booming that rocked the ground.<p>

From the ceiling, a monster made of rocks pounded down. It was an alien, of course. But a non-sentient one.  
>"What's that they say about sticks and stones? The clock is ticking, Sarah Jane. Better get running, before your head starts rolling."<p>

The monster was a giant thing- composed of boulders. It's entire purpose was to destroy the two. It bounded at them, trying to crush them.

_**Sarah Jane Smith:**_

They are in space, but they are not in space suits. A containment suit is not the same thing, really. In horror, she realized the suits she and Ace were wearing were quickly expanding, the air inside trying to get to the void outside. Still frantically clutching at Ace's boot, she looked up to see the air simply streaming out of Ace's suit in a shimmering haze all around her.

Sarah Jane had killed them both with her crazy plot. In that moment, she was so terribly sorry someone had come to her rescue. And, at the same moment, terribly grateful some one had cared enough to come. The last of her air was leaving her in a scream.

Then, suddenly, they were back on the ship, thumping to land flat the deck, blessed air all around them. Sarah Jane clawed at her hood to get it off, then was quickly expelled by the expanded gasses inside her suit, all but shooting off her feet with a misty chuff! sound.

The Dark Lord's voice came through the speaker beside them. He had saved them only to torment them longer.

Or shorter. Still surprised to be alive, she lay in disbelief as a pile of rocks came straight at her.

_**Ace:**_

Ace coughed trying to get a lungful of breath as it streamed out of her helmet. This is why she wasn't fond space walking one missed seal or the wrong type of suit and slow suffocation.

They where outside then they weren't anymore, dropping onto the floor. This guy...Alec was having too much fun with this. Ace reached up and ripped her helmet off after she rolled over on her back watching as the giant rock monster crawled at them "Sarah Jane, you know if I didn't know any better I'd say someone was trying to kill you."

Sitting up quickly, she jerked off the suit so she could get to one of the blasters she had stashed in the pockets. She tossed one of them to Sarah Jane as soon as she could get to them "Mind keeping it distracted for a second, had a feeling I'd need the rocket launcher." she started digging through her bag, pulling it out and started loading it up.

_**Sarah Jane Smith:**_

Ace's words were like a cold splash of water in the face. She did not have the luxury hoping for rescue. They'd have to do it on their own. Almost instantly, she is on her feet. Her look to Ace is completely dead pan. It seemed they were both about to die again, and she might as well go for humor. And accuracy.

"Wait here, I'll bring it back around." She said simply, a flash of a smile now at the unlikeliness of this, but Sarah Jane would try. She would try very hard. She scooped up the deflated isolation suits.

"Hey! Stonehenge!" She ran right for it, suits in her arms. "Yo! Gravel brains!" She flung the floppy suits at it as hard as she could, then ducked in the turn to the right. "Over here, you crumbling catastrophe!"

She is screaming and waving her hands and hoping it will follow her and leave Ace alone. She is also ready to run like hell.

"Over HERE!"

_**Ace:**_

Ace had never been one for praying...well no more then the next person. Softly she hopped "If anybody's listening out there, we could use a little help here." she slapped the rocket head into the launcher and knelt down with it on her shoulder, if she was gonna go out she was gonna go out fighting, only thing was she hopped that day wasn't today.

Looking through the sights Ace hoped the creature would followed Sarah Jane so Sarah Jane could bring the creature around and Ace could get a clear shot at it softly "Come on, come on. Follow her, you rubble pile."


	5. Chapter 5

_**Alec:**_

The beast knocked away the suits, but now it zeroed in on Sarah. Now it was angry. Upon her words, it charged, unwittingly falling into the trap. Its simple mind was on a one way street to trampling Sarah Jane.

From a dark room off yonder, Alec watched, slamming his head against the wall.  
>"Stupid pile of rocks. Next time I'll have to choose something with actual intelligence." he mumbled, shifted a gear. He changed perspectives, to a different part of the ship.<p>

A cage full of bug-like creatures, about the size of his thumb. Their striking feature (pun intended) was their stingers. Razor sharp, about as long as a needle but as thick as a nail.  
>"Be wary, Sarah Jane. Be very wary..."<p>

_**Sarah Jane Smith:**_

It rumbled behind her like a freight train. Or an avalanche. At any rate, she ran for her life through the half lit corridors, hoping with all her might that they went in a predictable pattern.

Her hands flashed from hip to ear, she was up on her toes and leaned forward. Her mouth was determinedly closed, breath pumping hard through flared nostrils. She may have never run so fast in her life.

The fear made it easy. She took a wide block around, wanting to be certain that Ace had time to set up whatever the heck she was setting up.

So did the turn that came right where she hoped it would. The most horrible part was the math her brain insisted on doing. She was calculating how much of a lead she had to have on the creature to get on the other side of Ace before she had to blast it.

By the time she came around the last corner, seeing Ace and her rig in the hallway, Sarah was gasping in desperate breaths. She ran straight at the young soldier, knowing she would not fire while Sarah Jane was there. At the last moment, she careened off course and dove sideways in a half controlled tumble, hoping to reach the turn directly behind Ace before the blast. Unlike Ace, she had no armor. Her hands flew automatically up to her head, forearms against ears, body still rolling.

_**Ace:**_

Ace tried to steady her hands as she slide the rocket into the launcher, she wasn't gonna lie this thing scared her enough to make her shake but she refused to let it show. Lining up the sights on the RPG as the creature and Sarah Jane came back into view "In Soviet Russia rock crush you.". Everything seemed to slow down as she counted with her heart beats. One beat breathe in, Second beat breathe out wait till you'd almost fully expelled she squeezed the trigger on the launcher sending the projectile flying.

Ace tossed the launcher to the side after she sent the projectile flying and dove for cover. Remembering Sarah Jane had no form of body armor on at all she moved quickly trying to put herself between any explosion that might come their way since she had some armor on and Sarah Jane, trying hard to hide the fact that she was crossing her fingers.

_**Alec:**_

The stone beast was blown to rocky bits. The rocket hit it square on. It stood no chance. Before they could register the victory, though, Alec's voice was broadcast.

_"Clock strikes three,  
>It's time to flee.<br>Nowhere to go?  
>Or much to slow?<br>If you aren't too afraid,  
>Calm your nerves<br>And get your raid."_

They came from everywhere. The bugs, large with stingers, charged at them, full speed ahead. Harmless alone, deadly together. Possibly Alec's worst attack.

_**Sarah Jane Smith:**_

The same fraction of a second that the rocket exploded, she was instantly covered in something. The wall? No. Unless she was paralyzed and unfeeling, the weight around her was as light as a blanket.

Certainly, they were dead. The explosion was so loud (And the subsequent rockfall) that it felt like it was happening inside of her, not outside her. A scream came out of her as though to match the sound report, through no conscious effort of her own.

Then there was a roaring silence. Startled to find that she could, Sarah Jane sat up. She did not recognize what she saw. They were not on an abandoned space ship. They must be planet side. All these rocks and that dusty floor. But . . no, there was a corridor, and a wall. Ace was there, unaccountably alive, yet, somehow her friend was a ghost, a pale film on her hair and her clothes, even her eyelashes.

Sarah Jane must be dead as well, she thought, and raised her hands to see if she could see through them. She found them solid, but red polka dotted.

In most surreal fashion, she could hear someone reading poetry. So this must be hell. Funny, she thought she'd done pretty well. C'est la vie.

She didn't care for the meter, and went back to trying to figure out if she were alive or dead by how much her hands were bleeding. Not much. That was good right? Not much injury. However, the dead did not bleed, and she barely was bleeding for someone who had just died in an explosion.

_**Ace:**_

Ace coughed and set up slowly, if it moved it hurt, but she'd deal with it in its own time "ughhh thank goodness for thin armor such as it where." she rolled her neck to the left and right listening to the popping joints in her back. She shook her head trying to clear the dust that had covered her while she waited for the ringing in her ears to stop.

Another poem, Ace rolled her eyes as she listened well tried to listen to it "Boy he's got a lot of wind that..." she looked at Sarah Jane and knew something was wrong "Sarah Jane..." she moved over to her friend and watched as Sarah Jane inspected her hands, softly trying not to spook her more then she already seemed "Hey, you..." she heard the movement of something and looked behind her and saw the swarm of bugs coming for them. If she hadn't of been protecting a friend Ace would of freaked out but again a time and a place for everything and this wasn't one of them. Ace swallowed "Sarah Jane...run." it wasn't an order or a command but she hopped it would get through to her.

_**Sarah Jane Smith:**_

Ace was so ethically pretty as her face loomed up before Sarah Jane. So sweet with concern. Maybe this was heaven. Then the young woman's face changed into a portrait of restrained horror. So much for heaven. Sarah Jane was trying to read Ace's lips, but realized that moment, she actually had been hearing all along. She just forgot that was the best way to tell what people were saying. Ace, emphatically, was telling her to run. That she understood.

Sarah Jane leapt to her feet doe light, and whirled around to see what Ace was looking at. She only saw that avalanche, that moving carpet of clearly stinging insects. Big as shuttlecocks and streamlined as corvettes. She lost nearly a second to take this all in and let out a squeak of alarm, then whipped around, dust flying from her long hair as it arched around her, and started scrambling desperately through the rubble. She yanked her coat up over her head even as she moved, shielding her head as best she could from anything that might drop from above.

When she hit open corridor, she took off at a dead sprint.

"Engine room! Engine room! Engine room? Ace?"

The terrible chittering behind them, the sound of thousands of legs and wings and stingers rubbing together was like a cold splash of water in the face. She was working on a plan, but apparently having a hard time communicating it. It does not help that she is running startled-jackrabbit style, no idea where she is going other than somewhere not covered in bugs yet.

_**Ace:**_

Bugs, why did it have to be a swarm of bugs from the things of nightmares with their shiny bodies of...Ace shook her self stopping that train of thoughts in it's tracks before it managed to take more of a root in her head. When she saw she had gotten through to Sarah Jane she took off behind her and tried to scrambling backwards through the rumble while trying to jerk her blaster out of her pocket. She couldn't get it out "Screw this."

She scrambled after Sarah Jane making sure to stay behind Sarah Jane, still putting herself between what was behind them and her. When they hit the open corridor she took off trying not to hold back the scream threatening escaping, she was determined not to give Alec the satisfaction of that so she kept up behind Sarah Jane.

_"Engine room! Engine room! Engine room? Ace?"_ Ace broke her silence for a moment trying to hide her own panic "I don't know where that is!" she couldn't think. _**"Think Ace, you two are running out of corridor."**_


	6. Chapter 6

_**Sarah Jane Smith:**_

Plan B. Find the engine room herself. How? Six ideas went through her mind at blinding speed, each ending in she and Ace covered with bugs. The seventh idea she had just might work.

The huge cockroach like bugs seemed to pour in from almost every direction like water onto a sinking ship. However, there still was a narrow path to run on yet, though they had to go this way and that when they found places already blocked. Even at speed, there were enough of them that she could see their wicked stingers, wet and sharp.

"Got a flame thrower of some kind, Ace!" She asked her, pelting along beside her.

"Find us somewhere defensible for about 15 seconds, that you can still get us out of, Ace! If you can!

_**Ace:**_

Did she have a flame thrower...focus, focus, focus"No, well strike that yes I kinda do." Ace jerked her backpack in front of her, pulling out a can of aerosol spray paint then reached into her pants pocket pulling out a dinged up old zippo "One thing you have to love about Aerosol, highly flammable." Ace struck the lighter open with her leg then in another swift movement she lit the lighter. She started spraying the bugs with the makeshift blow torch when they got close.

While spraying she noticed a room up ahead "Look there, room!" lord she hoped it wasn't a trap and it had another way out, not that it matters she figured one can of well thrown Nitro would clear out enough bugs they could make a run for it but she didn't want to have to use it unless she absolutely had to.

_**Sarah Jane Smith:**_

"Yes! There! Run Ace!" She is already running. Quarters were getting close, the obscenly large insects still pouring in. They scrambled for their lives. At one point Sarah Jane avoided in influx by taking a terrifying detour up and over a narrow stairwell, leaping from rail to rail and back to the floor, shrieking all the way. At Ace's side, and panting, she named the dream part of her plan. Something that just might get them out of their terrible dilemma.

"Ace! Got-" She gasped for breath, "an inertia tracker in-" She panted, lungs cold with the need for more air. "-your bag of tricks?"

Bugs were suddenly spilling out of a vent behind Ace, and with a shriek, Sarah Jane grabbed hard at the young woman's broad shoulders and whipped her around as though as was weapon herself, aiming the soldier girl at the trouble in a desperately strong move.

_**Ace:**_

Ace followed after Sarah Jane bounding from one rail to another, parkour who knew, she didn't land as gracefully as Sarah Jane did, when Ace hit the floor she automatically did a tuck and roll using the momentum to come up on her feet and kept running.

"_Ace! Got and inertia tracker in your bag of tricks?"_ Ace started to reach around to a pocket on her bag, but let out a little bit of squeak as Sarah Jane spun her around facing the bugs spilling out of the a the vent "eep!" she held the lighter to the can of spray paint and started spraying in a wide arch trying to make sure she didn't miss any of the annoying dangerous bugs "Top side pocket on the bag." she stopped spraying for a moment shaking up the can vigorously before using it as a makeshift flamethrower again, still trying to stay calm "There should be also another can of paint in there grab that as well, would ya."

_**Sarah Jane Smith:**_

She yanked both items out of Ace's kit as the young woman held off the stream of bugs with the flame. Thank goodness she'd been wearing her ship's togs, and rammed paint and tracker into cargo pockets.

"Got them! Retreat! Retreat!"

Then she was climbing up over the safety barrier to scramble on to the ladder. There were only a couple of meters away from the defensible ledge. She shrieked as she ran three steps across a wide, rounded conduit onto the small maintenance platform.

_**Ace:**_

As soon as Ace heard Sarah Jane yell to retreat she started backing up till she was in front of the barrier, throwing the spent pain can off to the side she whipped around and climbed over the safety barrier following behind Sarah Jane.

Hurrying up the ladder behind Sarah Jane she couldn't stop herself from panicking a tiny bit, softly "Must move faster." she focused on putting one hand after the other on the ladder as they climbed it till they made it to the maintenance platform, jerking her backpack off her back she pulled out a can of Nitro "And, just for good measure." she ripped the tab off the can with her teeth and chucked it over her shoulder down to the area they had been at.

_**Sarah Jane Smith:**_

Somehow, Ace managed to do everything Sarah Jane was doing, but Ace was doing it backwards and holding off the swarm at the same time.

Sarah Jane all but skidded to a stop on her knees, putting the compass down. If there was any electricity source on board that she recognized, she should be able to get a compass heading. For a single instant in her mind, she is not hear, surrounded by the dripping stingers of this unholy host, lost on a deserted wreck.

She and the Doctor knelt in the tall dry grass, exotic shrub trees overhead, and the sun burning down on them. He shows her how. To help her not get lost so often. They walkabout that day, looking for the perfect picnic spot, now and then stopping so he can show her how to triangulate.

It takes her three seconds to read it. It takes her four more seconds to set the inertia tracker.

"Break! Break! Down at Three O clock! Lets move" This she shouts as she is scooping up the gear and looking for a way. "Two more stops, Ace! save your ammo!" Sarah Jane has a can ready to slap into Ace's hands.

They were never going to make it.

_**Ace:**_

Ace knew her Zippo was running out of lighter fluid but she was going to squeeze all of the fluid out if that she could if it came to that, she watched as Sarah Jane messed around with her compass.

Turning she fried some more bugs before grabbing her backpack and putting it back on _"Break! Break! Down at Three O clock! Lets move"_ Ace shook the can measuring how much more the can had in it _"Two more stops, Ace! save your ammo!"_ she smiled and gave Sarah Jane a thumbs up "Understood, toss me that other can and I'll follow after you."

_**Sarah Jane Smith:**_

Only the swarm could have made her do it. Climbing had never been her strong suit. However, Sarah Jane was no slouch. She tossed the can to Ace. Ace, who was somehow holding them off while she did what she needed to do. Without a second thought, she is down and slipping between the railings, over the edge. She screamed as her grip slipped, but her slip took her just where she needed to be. Like a kid on a swing, she piked her feet down over the next level and landed badly. Her wind was half knocked out, but she scrambled to her feet anyway. The swarm had not yet come here.

"Ace!" She shouted, managing to pack information into her tone, 'it's safe'.

She does not wait. She listens behind her, but does not wait, for her hitched breath was slowing her enough already. She knows who the weak link is in this scramble.

_**Ace:**_

Ace tossed the first can to the side and reached up in time to catch the one that Sarah Jane tossed at her. She backed up slowly letting off a couple of burst from the can, trying to give Sarah Jane enough time to get up, before turning and following after her after she heard the go ahead that the area was safe.

When she came to the railing and looked over below, groaning slightly she looked behind her a second listening to the swarm they had been running from before leaning back, while still holding onto the railing and jumping over, landing on all fours. Skidding a little bit trying to get traction with her boots on the floor before taking off to catch up with Sarah Jane "Freakin' hate buggggsss."

_**Sarah Jane Smith:**_

She was counting meters. Of all things, she had to get a round number so she could do the math on the run. One last glance at the inertia read out, and she was skidding to her knees again, and whipping out her compass. There were only four or five of the intrepid, glossy, hand sized insects around, and Ace running her way. Knowing the young woman will keep them off her if they come close, Sarah Jane puts all her attention on the compass, and the numbers of the equation it filled for her.

45 degrees. 50 yards, 'South-West'.

"Come on Ace . . . ." She shouted, grabbing her gear and getting back to her feet. "Engine room!"

Sarah Jane ran.

_**Ace:**_

Ace used the make shift blow torch on the insects near by watching as one feel down and she brought her boot down on it hard making sure to turn it into a nice goo "Go! I'm behind you." she watched as Sarah Jane took off. Ace dropped the can, reaching into the inner pockets of her jacket she pulled out her blasters and turned them up full blast before taking off after her, not wanting to let to much distance get between them.

_**Sarah Jane Smith:**_

She burst into the engine room. The engines were most dazedly dead, but there was a trickle power running to the control decks. Tiny lights indicated readouts.

"Yes!" She cried out under her breath, running to it and putting her hands on the large console. There was no auxiliary out, but she'd spent too much time with the Doctor to let that stump her. Sure enough, as she looked under the table, there were exposed wires, now all she needed was to rip a couple open and she'd make herself bug zapper.

Hot oil suddenly dripped on her neck, down her back. With a squeal, she reached up and back, scrambling out from under the desk. Something hard and chitinous came to her hand, and she flung it away from herself. No, not hot oil, she'd been stung. She reached up now with numbing fingers high on her neck to find the stinger still lodged there.

_Enough of your pity party, Sarah Jane, on your feet_. She thought to herself. As she tried then to stand, fire raced along her nerves instead. Saliva filled her mouth, hot and sour and she spit it on the floor beside herself.

_**Ace:**_

Ace shot off a blast from her guns at some of the insects "How's it coming Sarah Jane?" she waited for a second thinking maybe she just hadn't heard her "Sarah Jane?" she took a step that time in the direction of the engine room trying to hide the worry in her voice that Sarah Jane hadn't answered.

_**Sarah Jane Smith:**_

It was not as bad as fire, but it didn't feel good. A hot lace ran through her as though the blood in her veins had been put on simmer. She groaned against the effort of moving in spite of it all, for where she had slumped, she could see a junction box of some kind. Being an old Sontarn ship, even both her shaking hands were not strong enough to release the catch.

_"Sarah Jane?"__  
><em>  
>"Aashe!" She "Help me!" She shouted, mouth not entirely co operative.<p>

_**Ace:**_

_"Help me!"_ Was all Ace needed to hear to have her turn on her heal, and race to Sarah Janes side dropping to her knees skidding a little bit when she was beside her, softly "No, no, no." all the while trying to hide that now she was panicking.

Gently as she could she placed her hands on Sarah Janes shoulders then placed them on her hands, still trying not to shake herself or let it show on her face "I've got you let go." Ace looked Sarah Jane over trying to find what had happened then she saw the stinger making a slight bump in the woman's hair "Oh f.." she stopped herself before she finished her sentence, reached up and removed the stinger making sure not to hurt Sarah Jane anymore then stinger already had.

"I've got you, you're going to be fine." she lied honestly she had no idea what she was going to do that and the fact that now Sarah Jane was hurt scared her worse then anything she'd faced since she got here.

_**Sarah Jane Smith:**_

She expected Ace the soldier to come for her. To snap out orders to clear the fuzz away. To order her to her feet.

Instead it was Ace the woman who found her, a voice soft and full of panicked concern. Gentle hands found the wound, took away the needle sharp pain there.

She let go of the junction box, and let Ace's hands guide her to sit leaned against the side of the console, legs stretched out before her. Her toes were going numb, but hot painful lines expanded with each heartbeat farther down her legs, close to the bone. She grit her teeth a bit against the pain.

Ace's fine face was a portrait of fear as she came into view.

"No, no, no . ." She echoed tenderly, easily finding a smile for her. For this friend of the Doctor's who was risking everything for a stranger. "Steady, Ace. I'm going to be _fine_. Now. See that box under there? Open it up from the latch on the top. You can pull the cable out. It'll be a bit . .slimy. Hurry Ace, I'll watch your back." She dragged in and out a labored breath. "Look out for bugs!"

_**Ace:**_

Ace watched Sarah Jane for a moment before nodding "Ya ok." she moved over to where she could reach the box trying to pry the latch off the top so she could get to the wires that where contained within "Come on, come on." she clawed at the latch, getting her fingers under the seam of the latch and ripping it open, and pulling some wires out.

Out of the corner of her eye she aw something moved and she let out a little squeak reaching into her pants pocket quickly, pulling out her switch blade flipping it open and bring it down onto the bug hard. Ace twisted the blade a little bit before jerking it back out and holding onto the handle with her teeth while she pulled the wires out with her making sure not to disconnect them from the power source. "So, Sarah Jane." she joked a tiny bit "How much voltage you think these things can take?" she was really just trying to keep her talking.

_**Sarah Jane Smith:**_

As Ace wrecked havoc underneath the console, Sarah Jane formed the rest of her plan. The set up was not what she had hoped, but it would do. There were two worn out non conducive mats on the deck in front of the cold engine.

"Garrr!" She said, and made herself stand. She found it didn't really matter, it hurt either way. All she had to do was walk as if on stilts, her legs numb from the shins down. She picked up both mats, ordering hands that were numb but compliant, and dragged the things back over to Ace. With some effort and grunting, she flopped both mats up on top of the console. She meant to explain then, but her mouth was full of sour spit again, and she choked on it a moment, sagging against the console. She spit it out to the side, then turned back to Ace with a fierce grin.

"Lesh find out . . .we haveta 'lectrify the floor." Then her eyes go wide, seeing, tracking, over Ace's shoulder, her hands flying up to ward something away from the small, powerful young woman.

_**Ace:**_

Ace watched as Sarah Jane managed to pull herself to her feet and walked over to the mats and started pulling them over. She cut a little bit out of the two separate wires making sure not to cut them in half just enough to expose the wiring underneath.

"Electrify the floor...right." she held up the wires, Ace looked up seeing the look on Sarah Janes face, she didn't like it "What?" then she felt pressure on her shoulders as Sarah Janes hand flew up to ward the insect off.

She felt it crawl down the outside of her shirt looking for a weak spot, she felt it try to sting through the armor and get stuck "Ha!" there was no humor in her voice as she tried to reach behind her and grab a hold of if to crush it with her free hand before it managed to get through the armor, holding the wires in her other hand ready to electrify the floor when told.

_**Sarah Jane Smith:**_

Her arms were not working so well, and she only managed to clout Ace a little. She was no help against the shiny, scampering thing as it went after her friend.

"Oh! Look out, get it! Get it!" She shouted, reduced to cheer leading. Ace, of course, fared far better with her unwelcome hitch hiker than Sarah Jane had. When she saw Ace had the thing under control.

Her veins hurt so bad she was tearing up enough to blur her vision, and she let out a groan of complaint as she hauled herself up off the floor and onto the non conductive pad she's slapped up there. She did not sit, but lay curled, her muscles tightening against the pain that seemed to run along her skeleton. Her head was pounding.

"Ace, get up here and do it! G'toff the . . . .path of currant!"

She could hear them coming. Thousands of wings scraping on wings, thousands of tiny feet clicking on the metal.

_**Ace:**_

Ace reached behind her and finally got a grasp on the insect jerking it off her back ripping the stinger out with it, the insect reared back in an attempt to sting her, Ace didn't give it the chance, squeezing it hard and throwing it to the ground.

She was about to stomp it for good measure but stopped when she heard Sarah Jane yell at her. She had to time this right, she waited still she could hear them coming, their wings scraping on the bulk heads.

Couching she watched as they came then connected the wires so it would electrify the floor, turning the second she felt the current through her boots she ran and jumped on top of, trying not to step on Sarah Jane and cause her more pain then poor woman had to be in. She watched as the bug came in contact with their makeshift bug zapper. "It's working!"

_**Sarah Jane Smith:**_

So this is how it would end. Fire in her veins and covered in bugs. Well, she knew getting out of this life wouldn't be easy. She was just so terribly sorry she was taking Ace with her. It seemed Ace truly hated bugs, because she was about to kill herself.

"Ace don't" She complained softly, seeing how the woman was about to electrocute herself as Sarah Jane watched from her sideways vantage. Much to her surprise, instead of dying, Ace was leaping up. Leaping right at her. Those boots landed near her head, but not on it. Even Sarah Jane could see her plan was working, the bugs too close to them sizzling and crisping, the ones at the edge of the small round perimeter under the console she and Ace had take refuge on were leaping back like they'd touched a hot skillet.

She laughed. Coughed. More fire broke out in her lungs. When she could breath again, she looked at Ace and croaked out.

"I've got a plan."

However, that was the moment the world swam, head lolling, eyes rolling up into her head. For Sarah Jane Smith, the world went dark indeed.

She could still here the bugs coming, and the sizzle of their deaths.


	7. Chapter 7

_**Ace:**_

Ace watched as some of the bug got filed to a crisp when it stepped on the electrified floor "HA! What now!" Ace fist pumped a little bit in their success but her celebration was short lived, looking down when she heard Sarah Jane start to say something and watching as her friends eyes rolled back into her head "No, no no no. Come on wake up you've got to stay awake, Sarah Jane please." she didn't try to stop the panic that crept into her voice, she tried but she couldn't stop it.

Ace refused to let them die here, not today. Kneeling down beside Sarah Jane, making sure not to bump her "You have to fight it, if you die he wins," Aces voice broke a tiny bit "Now fight!" she almost screamed at her friend. She didn't know if Sarah Jane could hear her but if she could just get her to hang on maybe Ace could find something, anything to help.

_**Sarah Jane Smith:**_

She is five years old, and she is about to learn to read. All these years while her Aunt Lavinia has come to sit next to her in the big wooden bed, Sarah Jane has watched her finger tracing the words as she read them. Before this chapter is over, a young Sarah Jane Smith will be reading on her own, the lines, curves, and crosses making more sense to her with each passing word. She knows she is right when she starts knowing the words are before her Aunt reads them in her dry, old lady's voice.

_"-Peter flung out his arms. There were no children there, and it was night time; but he addressed all who might be dreaming of the Neverland, and who were therefore nearer to him than you think: boys and girls in their nighties, and naked papooses in their baskets hung from trees._

_"Do you believe?" he cried._

_Tink sat up in bed almost briskly to listen to her fate._

_She fancied she heard answers in the affirmative, and then again she wasn't sure._

_"What do you think?" she asked Peter._

_"If you believe," he shouted to them, "clap your hands; don't let Tink die."_

_Many clapped._

_Some didn't._

_A few beasts hissed._

_The clapping stopped suddenly; as if countless mothers had rushed to their nurseries to see what on earth was happening; but already Tink was saved. First her voice grew strong, then she popped out of bed, then she was flashing through the room more merry and impudent than ever. She never thought of thanking those who believed, but she would have like to get at the ones who had hissed._

_"And now to rescue Ace!"_

Ace? Ace was calling to her now, she could hear the woman's voice, desperate. Sarah Jane forced herself to leave her dream world, afraid of what pain she might find as she fit herself back into her skin.

But there was no pain. Just an all over warm tingling like a foot that had gone completely to sleep. Heartened, she found her eyeballs and made them open.

"Ace. Do you believe?" She asked.

It became clear her limbs were no longer interested in moving. She felt as though she were made of lead.

_**Ace:**_

Ace looked around at their surroundings as the bugs fried on the floor. She knew the floor wouldn't last forever, but she hopped it'd last long enough.

[i]_"Ace. Do you believe?"_[/i] Did she believe in people, yes, did she believe they'd get out of there both alive...it was dwindling rapidly. Ace couldn't help it she hesitated for a moment before looking back down at Sarah Jane "...Yes, what was your plan?"

_**Sarah Jane Smith:**_

She found she was not much worried. She was going to die here in a moment it seemed. She did want very much for Ace to get out, however. She frowned at Ace. She squinted, then opened wide her eyes, trying to get the looming woman in focus.

"Nough' in people, Ace. In yourself. Believe you can do amazing things. But it's the believing that matters right nnow." For a moment, she could focus with both her eyes and her mind, she looked clearly at Ace. "Hey, do you have some bug goo on you?"

Sarah Jane didn't expect to live through this, but it wouldn't hurt to try.

_**Ace:**_

Ace watched Sarah Jane for a moment, before turning her head to the side for a moment, closing her eyes tight for a second and forcing herself to focus on not get emotional. Taking a couple of deep breathes through her nose she opened her eyes and looked back at Sarah Jane.

Ace ran a finger under eye and let slip a small laugh "Heh, bug goo?" Clearing her throat she pulled her backpack off and opened it "I'm not sure but I'll take a look, just stay with me ok." her voice betrayed her again and she bit down her tongue a tiny bit and started to search through her bag.

_**Sarah Jane Smith:**_

Ace did not understand, and it was getting laborious to talk. It felt like there was a manhole cover atop her.

"No. NO. Ace. Listen to me." She sucked in a slow breath. "Forget that now. Come here and . ._listen_ to me." Tired, she shut her eyes for a moment, but then there was only the sound of millions of tiny legs clicking on metal. The sound of their wings rubbing on wings. The sound of them frying, popping, dying in a circle around her. The smell was terrible, but she sucked in another breath of it. She yanked opened her eyes, unsettled by the dark behind her lids.

"Ace, I need you to do something." Her eyes rolled up again, but she forced them, with some will, to focus.

_Lift the manhole cover off my chest._

"I need you to believe you will escape this place. I need you to believe it in the very depth of your soul-" Her breath rasped as she dragged it in. "You need to know that _no matter what_, you will accomplish . . your next task. I'd order you, Ace, but I think it takes faith."

_**Ace:**_

Ace sat back with her back against the wall, moving her bag over to the side and listening to Sarah Jane. _"You need to know that __no matter what__, you will accomplish . . your next task. I'd order you, Ace, but I think it takes faith."_ Faith, she tired not to laugh, as bad as it sounded she'd lost that, a long time ago, maybe this was the time to find it in herself again.

Clicking her tongue on her teeth she looked down, thinking about her answer before looking back at Sarah Jane "I...I believe."

_**Sarah Jane Smith:**_

"You need to believe, right now, that in the future, you're going to calculate exactly when and where we are." She sucked in a breath, feeling her neck muscles creak as she turned her head and spat out something foul. "You're going to write a letter to the Doctor. Put it on the TARDIS where he'll find it someday."

It was so hard to drag in the next breath, she looked, frowning, to see if Ace was leaning on her chest, but she was not. Her next words came out a whisper.

"You have to believe it. Believe it. Know you will do it. See yourself do it. Don't forget the bug- . . ."

That strange fuzzy pins and needles feeling sunk deeper, close to her bones where the fire had once ranged, finally truly cooling it. It fuzzed out over her mind, and she slipped out of consciousness.

That same instant, her face flushed, sweat beading, and her veins began to glow deep purple from within, visible where her pale skin is uncovered.

Then a single bug fell from the ceiling to drop onto Ace's shoulder.

_**Ace:**_

She felt the bug drop onto her shoulder, reaching up she forcefully knocked it off and away from her "I, believe." she pulled the blasters back out, closing her eyes for a moment trying to visualize herself in the future sitting down in the TARDIS and writing a letter for The Doctor, with when and where they where and putting it somewhere he would find it in the future.

Standing up on the console she pushed her back up against the wall and started firing at the bugs as they came down from the ceiling still keeping the imagine in her mind until she believed it with out a doubt, duel wielding the blasters, softly "Please Professor, for once don't be late." Ace kept firing like mad, believing deep I her soul that she would write the letter and The Doctor would find it.

_**Sarah Jane Smith:**_

She could hear Ace firing above and around her. Her last thought as she slipped away was:

_I do believe in Faeries_

_I do believe in Faeries._

_I do believe in Faeries._

_Doctor . . . . please._

Then even the sound of Ace and her Blasters.

_**Ace:**_

Ace laid one of the blasters on the console and pulled the Zappy bat out of her backpack "Come on!" she taunted before she fired, spinning the bat in her hand and knocking one of the bugs across the room before it got close enough to do anything.


	8. Chapter 8

_**The Eleventh Doctor:**_

"_Please Professor, for once don't be late."_

Doctor . . . . please.

Making such a powerful wish was more than enough to reach The Doctor, especially given who was trying to reach him. As a letter appeared, sticking out from a compartment in the TARDIS console, The Doctor picked it up and opened he envelope, taking out the letter. He could tell there was something else inside, so he was careful not to drop it out.

The handwriting looked familiar, was the first thing that The Doctor noticed. As he read over it's contents, he became increasingly worried. As he finished off the panicked letter before checking the rest of the envelope's contents.

Now that he had exactly what he needed, The Doctor rushed off to take care of his friends.

As the situation began too look severe for Ace and Sarah Jane, the familiar wheezing of hope filled the room. A blue box materialized, and the TARDIS stood proud. The door opened as soon as it was safely in place. The door flew open and a skinny man in a bowtie emerged.

"No time to ask questions," he exclaimed, "Ace, help me get Sarah into the TARDIS, quickly now." He moved to help her move Sarah Jane into safety. The TARDIS was now protecting the trio with a force field, but there was no time to delay. An antidote needed to be administered.

_**Ace:**_

Ace recognized the Tardis, just not the man with in it "Who're you where's The" she shook her head, he was right there was no time for questions it didn't matter anyway, dropping her other Blaster "Duck!" she placed a hand on The Doctors shoulder pulling him down as she swung the bat over his head, knocking a bug that had managed to get into the force field, before it went up, into the field watching as it slid down it.

"I'll hold them back if any get through." she pointed at Sarah Jane out cold on the console "Just get her into the Tardis." she reached down and grabbing her bag, slinging it across her shoulders before grasping the bat with both hands. Watching the bug swarm and waiting just incase any managed to get through the TARDIS's force field. Ace knew they probably wouldn't but she was done taking chances "Quickly or we're going to lose her." she jumped off the console expecting to feel the electric current through her boots but noticed there was little to none present.

_**Sarah Jane Smith:**_

The bugs were a terror those last moments, the small electric charge nearly fully bled out. Ace was a formidable foe, but no one can hold back the tide with their hands.

One warm little beasty had fallen into Ace's jacket as she fought. One wrong move of her clothing and the thing would sting her right on the short ribs.

_**The Eleventh Doctor:**_

As soon as Ace was inside, The Doctor locked the door and used his Screwdriver to turn the shields on from where they were. With it safe for the moment, The Doctor dug a syringe out of his pocket. It was filled with a little red liquid in it. The Doctor tore off his bowtie and tied it tightly around Sarah Jane's arm, tapping it to expose the vein he needed.

_"Quickly or we're going to lose her."_

"Calm yourself Ace, I've got things under control," The Doctor answered, he slid the needle into Sarah Jane's vein before administering the antidote. All the while, he was unaware that Ace had one of the nasty little bugs on her. It took a second, but The Doctor could see the signs of the antidote working on Sarah. He breathed a sigh of relief, "She'll be fine now."

_**Ace:**_

Ace watched as The Doctor administered the antidote to Sarah Jane, letting out a breathe of relief when he said that she would be fine, "Whew, good.".

Then she froze in spot, she'd been so careful not to track any of the bugs in with her when they'd gotten into the TARDIS, but now she stood stock still making sure not to move or even barely breathe for that matter.

When she felt pressure from tiny legs on her lower back, whispering to herself so trying not to panic "Please be my imagination, please be my imagination." she moved slowly trying not to draw any attention to herself in case it was all in her head, slowly dropping the bag and the bat to the floor of the TARDIS.

_**Sarah Jane Smith:**_

Was it that Ace now held still after such wild gyration? Was it a change in air pressure, or something no one could have foreseen?

The trouble was, the bug had already stung, the small instant prick lost to Ace in her adrenaline in the fight. Now, though would start that spreading sense of heat. No, fire, that ran along her bones.

Her knees would grow weak in a second or two as the neurotoxin started to take hold.

_**The Eleventh Doctor:**_

"_Whew, good."_

He smiled and looked up from Sarah, "You did well today Ace. I'm so proud of you. Brilliant idea, getting that letter to me, you know." His smile was a mile wide. Though, when her face dropped, The Doctor raised an eyebrow. It wasn't an amused look of confusion, more worried.

"Ace, what's the matter?"

_"Please be my imagination, please be my imagination."_

"Let what be your imagination?" Before she had an chance to answer him, The Doctor knew that Ace had been stung. He didn't know if these bugs survived after using their sting, so The Doctor's first panicked words were instruction to the TARDIS.

"Protocol B: Operation 13, bug zapper!" The TARDIS would search for any insect lifeform and remove it from the TARDIS. In other models, it would likely kill the bug, but The Doctor had set it so it wouldn't kill. He would not use his TARDIS as a weapon.

The situation dawned on him, Ace was stung now. The Doctor rocketed to his feet, running up to the console, "Hang in there Ace! I have more of the antidote!" He returned shortly after, taking his bowtie off Sarah Jane's arm and taking off Ace's jacket so that he could get to her arm. He had to apply the antidote directly into the right vein after all.

_**Ace:**_

Ace's knees went first causing her to fall onto them before the Doctor managed to get over to her, she could feel fire spreading through her system and it wasn't a good feeling at all, she tried to slur out "The letters were Sarah Janes idea." but it was hard to talk as her mouth started to fill with saliva, she turned her head to the side and tried to spit it out so she could talk, gritting her teeth, she moved to try to help with the jacket "Gahh...hould, of brought, an of raid."

_**Sarah Jane Smith:**_

Nothing hurt anymore. She didn't even really mind. She was tired of this strange floating about inside her head and simply wished the next thing would happen. It was frightening here in the dark.

Even as her mind wanders, the terrible toxin is cooled in her blood. Turned to perfect human PH that her body can simply strain it from her system and reject it. She even begins to feel that her body is laying somewhere, but is reluctant to return, afraid to face the burning pain she'd left it in.

Now she was just wondering what would be next. A tunnel of light? Her parents?

God?

_**The Eleventh Doctor:**_

"_The letters were Sarah Jane's idea."_

As he tended to Ace, The Doctor smiled, "And you were protecting her as well. It does an old Time Lord proud to see you do so much, even when I'm not there." While she struggled to help him, even while her system was fighting her, The Doctor had to stop Ace.

"Relax, I've got you Ace. You're in the TARDIS, I'll never let anything bad happen to either of you here, alright?" As she became still, he took off Ace's jacket and set it aside. Tying his bowtie around her arm, he found the vein and administered the antidote to her as well.

"Sarah Jane will be out for a bit more, luckily I got to you while the stages were earlier. You'll just feel a bit drowsy, feel free to sleep if you'd like. I'm going to get my stretcher, so I can bring you both to the medical bay, alright?" There was no danger now. The Doctor sighed in relief.

_**Ace: **_

For once, Ace did what she was told without any fuss or second thought, coughing some on her spit "Just doing, what you taught me." Ace smirked a little bit letting herself relax.

The Doctor wasn't kidding about feeling drowsy "...wow." almost the second he administered the antidote to her, Ace could feel the numbing cold as the fire in her veins went out with every heartbeat, followed by drowsiness. She didn't know if it was from the fighting and the adrenaline or the antidote but all she knew was she was exhausted "You weren't kidding about drowsy."

Sitting back on her legs she pulling them out from under her and cross one under the other while bending the other one so she could prop her arm on it to keep her head up

_"I'm going to get my stretcher, so I can bring you both to the medical bay, alright?"_ Ace tired to nod, softly "K."

_**The Eleventh Doctor:**_

He bundled up Ace's jacket and used it to prop her head up, "Just relax, and I'll be right back." The Doctor ran off, returning shortly after with a stretcher, using a small lift to bring it down. He brought the wheeled stretcher down to nearly the floor and checked on Ace.

"It looks like whatever that poison was, it won't effect you for very long. Just hang in there Ace. I'm going to take Sarah Jane to the infirmary, then I'll be back for you." That's what he did, The Doctor took Sarah Jane first because she was still in a worse condition than Sarah. However, once he had his friend on a bed, he rushed back for Ace, stretcher in tow.

As he got back, he smiled and said, "Here we are, come on up." The Doctor lifted up his lightweight friend and moved her to the stretcher, "Still numb? Or any changes?" He picked up her jacket and placed it next to her body.

_**Ace:**_

Ace laid her head on her jacket after The Doctor bundled it up, to prop her head up and nodded when he said he'd be right back. She watched him with one eye open as he headed off to get the stretcher. Waving him away slightly after he came back with the stretcher and checked on her "I'll be fine, stop fussin." she nodded over to Sarah Jane "Fuss over her." smirked a tiny bit.

_"It looks like whatever that poison was, it won't effect you for very long. Just hang in there Ace. I'm going to take Sarah Jane to the infirmary, then I'll be back for you."_ "Ya, ok, I'm not going anywhere." when The Doctor left for the second time Ace closed her eyes letting herself doze off for a second.

Ace jerked her head up when she heard The Doctor come back with the stretcher, panicking and going on the defensive for a second before she realized where she was, then relaxing. She moved to the stretcher as The Doctor lifted her up "Getting better, almost over the numbness I think, just tired."

_**Sarah Jane Smith:**_

Sarah Jane, like Ace, was still shedding dust; scraped knees and palms sticky and dark. Sarah Jane had a compass clutched in her hand, the only outward sign of her awareness.

Color and warmth were quickly returning under the gentle ministrations of the Infirmary bed.

Sarah Jane was reluctant to return because a moment ago as she drifted in the dark waiting for the next thing, she realized that she'd given up hope. She realized she'd assumed they hadn't made it, and that was enough to ruin it all. She'd lacked faith and doomed them both to a terrible death. Though she felt like her body was no more than a step away, she did not wish to take it, she did not wish to return for the terrible ending where she and Ace were stung to death by the insects, and most likely feasted on afterward. Would it take long to die?

It was so peaceful here, and without pain. But Ace! Ace must be fighting for their lives and doomed to die. Some strange turn of events lead her to believe it would be easy enough to step back into her body, and that she should so that Ace did not have to face the end alone.

Ace. Ace who had not even been a focus of the Dark Lord's wrath. A friend of the Doctor's who had simply come to save her when she could have been on her base surrounded by her friends. And it was Sarah Jane's wild plan that had failed them. Who in the hell did she think herself was? Sarah Jane Smith was no Doctor, that was for certain. Would the Doctor hate her for getting Ace killed? Would he ever know?

She could not let Ace die alone. She was too terrified to join her.

Her body thrashed weakly with these terrible torments off the mind, her hoarse words breaking half formed from her lips, voice wracked with sorrow.

_"Ace . . .Ace! A- ah Ace I'm sorry Ace . . . !"_


	9. Chapter 9

_**9The Eleventh Doctor:**_

"_I'll be fine, stop fussin." she nodded over to Sarah Jane "Fuss over her." smirked a tiny bit._ The Doctor didn't miss her smirk, he caught it full on. He smiled a little bit before saying, "Hey, don't tease me too much." Almost anyone who traveled with The Doctor could always see right through him.

Anyone could see how much he worried and doted over Sarah Jane, he tried his hardest to make sure everyone was getting equal attention. With everyone in infirmary beds now, The Doctor asked Ace how she was feeling again, _"Getting better, almost over the numbness I think, just tired."_

The Doctor smiled and nodded his head, "Good, that means we've got you nice and sleepy. When you wake up, you won't feel numb or tired at all. Get some rest Ace. We'll have tea when you're up again." He liked tea back when he traveled with Ace, right? Yes, yes he did. A fond smile grew.

That's when Sarah Jane started thrashing a bit. The Doctor moved to check her vitals, sighing in relief when he saw nothing was wrong. She was having herself a nightmare, or some kind of unconscious episode. Still concerned, The Doctor placed his hand over her forehead, brushing some hair aside before leaning in to try and reach her from his end.

"Calm down, my Sarah Jane," he spoke quietly, gently, "You're safe, Ace is safe, you both did so well. I'm proud of you."

_**Ace:**_

Ace moved her head so she could look over to where Sarah Jane laid on the other infirmary bed, when she heard her say her name. She couldn't lay there while Sarah Jane didn't know they where safe, she'd rest later.

Ace slowly got off the infirmary bed and wobbled a little when she put her weight on her feet, before getting her footing. She moved over to the other side of the infirmary bed Sarah Jane was in so she didn't get in The Doctors way. Reaching down Ace placed her hand on top of Sarah Janes and squeezed it a tiny bit "Sarah Jane, its ok you're safe now."

_**Sarah Jane Smith:**_

Oh, bright stars and devil canyons of doom, she could still hear Ace. Surely the power source had given out by now. Ace must be trying to hold them of by hand. Maybe Ace would hold them off to disastrous lengths that Sarah Jane was horrified to contemplate. She had to tell Ace it was alright to stop. To let herself and Ace die sooner rather than later. Or better yet, to help fight to the bitter end.

Completely compelled by fear, but determined not to die a coward, she forced herself back into her body trying to rise up with a jerk, fists and arms thrashing away at an imagined swarm, lips crying out Ace's name.

_**Ace:**_

She nodded to The Doctor when he told her again that Sarah Jane was going to be fine "I know, I just..." she started to say worry but got stopped when Sarah Jane set up and started fighting what she could only imagine was the bugs that Sarah Jane must think where still there.

Trying to keep her face out of contact of Sarah Janes fist, Ace reached up and tried to grab the woman's wrist, squinting some afraid that her fist would make contact but not really worried if they did she'd understand. "Easy!" she couldn't think of anyway to get through to Sarah Jane "Sarah Jane Smith, Acquisitions and Public relations on the B class trader _The Eyes of Zeus_. You are out of danger!" she stopped trying to keep Sarah Jane from punching someone and placed her hands on the sides of Sarah Janes face "You are ok now, we're both gonna be fine."__

_**The Eleventh Doctor:**_

The Doctor watched as Ace moved over beside him. He inched enough so that she had space. While she should have been asleep now, he knew she was worried about Sarah Jane just as much as he was. He smiled to Ace and placed a hand on her shoulder, giving her a reaffirming squeeze, "She's going to be just fine." It was only a few seconds more before Sarah Jane started thrashing about, much to The Doctor's surprise.

"She's going to be fine, eventually," he corrected himself, before moving to help Ace and restrain her, "Sarah Jane Smith, you need to calm yourself. You both made it out okay." He made a grab at a flying fist, "You're in the TARDIS, so stop thrashing about." He tried just as hard as Ace did to slow the panicked woman down.

_**Sarah Jane Smith:**_

It was not as easy as she had thought to fit herself back into her skin as she had assumed. It was more a matter of will. It was more like swimming up through muddy waters, looking for sunlight and air. She was aware of pressure and voices, she did her best to fling what held her off, suddenly afraid the Dark Lord had her.

_"Sarah Jane Smith, Acquisitions and Public relations on the B class trader The Eyes of Zeus. You are out of danger!"_ A familiar voice snapped.

Then it all came into focus as she gulped enough air to get blood back into her brain. It was not the Dark Lord. Ace, and some man had her by the wrists, but since Ace wasn't clubbing him over the head, she assumed it was a friend. As soon as sense had returned, she'd stopped fighting their grip, realizing it for what it was. Were either to let go, she was just as certainly then grab their hands back in return, her world spinning too fast just yet to face it alone.

TARDIS.

She had heard that word as she swam up out of the depths. Where she was didn't look like the TARDIS she knew, but it smelled like home. The Doctor, if it was him, and it must be, wore a stranger's face. She couldn't handle that this instant. Besides, she was busy being dumbfounded by Ace. Ace who stood there looking pale as a ghost, even under rock dust, except where dark patches of blood dampened. Ace who had somehow pulled a rabbit out of a hat, namely the Doctor and their very lives. Ace who looked so intently at her now, to whom she owed everything. Sarah Jane had failed, giving up hope, Ace had not. The young woman had depths she kept carefully hidden, it seemed, though such unexpected strengths were exactly the sort of thing she expected to find in someone who had traveled with the Doctor.

"Ace. You look like a serving of shake-and-bake soldier, but you did it, you did it!" she said with a growing wild smile, for she was terribly pleased they'd survived.

Sarah Jane turned, perhaps a bit slow and sly, to the other face hovering over. "And _who_ might you be?" She asked him, studying the long bones of his face, the shock of his hair, not quite ready to meet his eyes. She knew very well who he was, or if he was not _him_, this man was going to have a lot of explaining to do, and perhaps a fight on his hands.

_**The Eleventh Doctor:**_

When the struggle finally ended, Sarah Jane was clearly putting everything together. He grinned as she addressed Ace, talking about what it was that they had accomplished. A paradox, Ace had created. She took advantage of her knowledge of time travel and sent him a message. A bit overly complicated, even for The Doctor, so he'd just chalk it up to love and friendship saving the day again. It did that sometimes, love, the tricky little emotion that The Doctor believed may be hiding more about itself than anyone could ever know.

_"And who might you be?_

Oh, he'd wished Sarah Jane had not said that. He'd wished she'd be just a little bit older. The Doctor always struggled recognizing how old she was, Sarah Jane always looked the same to him, age never showed on her. Not to him. However, this meant that she couldn't leave the TARDIS remembering this face of his. Just half a pill of retcon in a glass of water, she'd have to drink it later. He knew she would understand.

But for now, he could let her have this moment. A smile crossed his lips, his brows raised in excitement, this moment was one he anticipated whenever they met.

"Hello, Sarah Jane."

_**Ace:**_

Ace smiled when Sarah Jane calmed down, she stepped back finally allowing herself to completely relax and realize that they where going to be completely fine. Placing her hand on her knees some she took a deep breath that she hadn't realized she'd been holding while they where trying to stop Sarah Jane from punching them _"Ace. You look like a serving of shake-and-bake soldier."_ Ace couldn't help but laugh a little and look up at her friend "From you Sarah Jane I'll take that as a compliment." Ace stood up fully and watched the back and forth between Sarah Jane and The Doctor.

_**Sarah Jane Smith:**_

"I owe you everything, Ace, everything. Any time, anywhere." She said simply, the truth clear in her hazel eyes, giving Ace's hand a squeeze, ignoring the scraped palms they both had. Or perhaps now they were blood sisters. Certainly they were dirt sisters. Then she released her and let her gaze fall back on the Doctor.

She loved him so much it hurt. But the joy of seeing him easily overcomes that old ache. There was no owing between the two of them. They both new the score.

"Och, you've done it again, Doctor." They were near of an age in face, it was difficult to tell if one of them appeared older or younger. His face was terribly handsome in a Just-out-of-grad-school uprightness. His hair, it seems, would always be a rebellion, this roosters comb falling thick forward and bright as silk. It was then she fell into his eyes, and had to look away. The depths of the welcome she saw there confused her.

She did not, however, let go of his hand as she sat there between her friends. She was tempted to urge Ace back to her Infirmary bed. The sonic would at least get the dirt out of them while they were still bleeding.

"Ace! Doctor! The Dark Lord - - -!" She looked around, almost as if he might suddenly appear.

_**The Eleventh Doctor:**_

As Sarah Jane complimented Ace, The Doctor put a hand on the younger woman's shoulder, "Isn't she the best? You should see what she can do with a baseball bat and a Dalek." He chuckled, "Oh, I shouldn't condone violence like that, but it's so good to see you both."

_"Och, you've done it again, Doctor."_ The Doctor gave her an excited grin, "I never get tired of hearing your reactions to my regenerations Sarah Jane. Oops." He covered his mouth for a moment, then winked, "Spoilers. Forget I said anything."

He'd teased just a bit, knowing things that were to come for Sarah Jane. Of course, there was always the possibility of their crossing paths again. 13 Bannerman Road had become his favorite place on Earth to visit ever since Sarah Jane's first day moving in.

He'd have to explain to Ace what he needed to do, he could leave Ace's memory untouched. He was about to say something when Sarah Jane panicked, _"Ace! Doctor! The Dark Lord - - -!"_

"Has been dealt with," The Doctor said, "You don't mess with my loved ones without expecting a visit from a blue box." He smiled, giving Sarah Jane's hand a squeeze, "You two need to hydrate. I'll get you both some water."

_**Ace:**_

_"Oh, I shouldn't condone violence like that, but it's so good to see you both." _"Ya well, you can't say I don't get results." Ace said with a grin.

She flinched slightly when Sarah Jane started to panic again and mentioned the Dark Lord, remembering how he had hinted that they'd met before. She looked forward to that day because payback would be a major bitch when she did meet him again; she then hooked a thumb in The Doctors direction and looked at Sarah Jane after he said the part about Alec being dealt with. "Almost makes you wonder what he did to him doesn't it."

_"You two need to hydrate. I'll get you both some water."_ Ace put two fingers to her forehead and saluted slightly "Sure thing boss."

_**Sarah Jane Smith:**_

Exhasted, releived, triumphant, she lay back on the med bed.

"Ace get back on that thing, it'll shiver the dirt right off you and keep you from getting the big bad from all the bugs out there, large and small. I'm alright. I swear. Sorry about all that." 

She closed her eyes, sent a hand back up into her hair to feel where she'd been stung. It was a little swollen and tender, but not nearly as bad as she expected. Then she opened her eyes and looked searchingly at her friend.

"Are you okay, Ace? I didn't like the way the Dark Lord talked to you. I really hated that. He doesn't know you. You manifest the future with a will. Not many people can do that.

The presence of the Doctor was a low and gonging note within her, but it had been Ace she'd played jazz with for the last hour.

_**The Eleventh Doctor:**_

The Doctor worked his way to the kitchen, fetching two glasses to fill. One for Ace, with nothing added, and one for Sarah Jane, which he had the unfortunate duty of spiking. Just half a pill of retcon, enough that Sarah would remember her adventure with Ace, being rescued by him, just not by which him.

Oh the dirty handed tricks he'd learned from Jack Harkness and Torchwood. What was becoming of him? The Doctor sighed as the small amount of powder dissolved into the liquid. She'd be perfectly fine until after she slept next, by then, The Doctor would be long gone.

He returned, stopping quickly to pick something from his own room, a gift for Ace. He left it at the infirmary door and entered with the water, being sure to hand the tampered glass to Sarah Jane, the normal one to Ace. He smiled and said, "Slight side effect of the antidote, uses up a lot of body fluid. Unfortunate, but I was in a hurry to reach you both."

He stepped away from them before spinning to face the pair, "More importantly, opinions needed. The bowtie, cool, right?"

_**Ace:**_

Ace leaned back against the infirmary bed that she had been in earlier, lost in thought for a second while Sarah Jane talked "Ya, in a minute." she said softly, while not really thinking about anything just bouncing around in her own head for a minute.

She jerked herself out of her head when Sarah Jane asked her if she was ok "Huh? Ya I'm fine was just thinking I guess." she started to chew on her thumb nail a little bit "To tell you the truth I wouldn't of thought of anything like that if you hadn't of suggested it." which was true she wouldn't of thought of it, hell she still really didn't understand what she had done.

Ace placed her hands beside her and lifted herself onto the infirmary bed that she had been leaning on as The Doctor came in. Smiling she took the glass "Glad you did show up." looked at the water for a moment before taking a drink from it.

Lowering the glass she couldn't help but laugh at The Doctor when he asked about the bowtie "Yes professor, bowtie very cool." she couldn't help teasing the man.

_**Sarah Jane Smith:**_

She knew him to well. Knew his little ways. Knew how he covered up being uncomfortable. Knew when he was doing something perhaps for his own good and not hers. She sipped the glass, watching him out of the corner of her eye. He'd never done such a thing before really.

Out of the corner of her eye behind Ace, she saw a faucet. Well- why had he left the room to get them water? And though the Doctor assisted in keeping the larder and the laundry stocked, he seemed fairly oblivious to her creature needs. He'd never offered her a glass of water before.

"Whats this about?" She said, ever so casually sniffing the glass but not drinking it. Water. Glass. Her own dirt. It was all she could smell, but why was the Doctor so cheerful about it?

If he pressed her, she would press back. "This isn't one of your Time Lord Tonics of Healing or something is it, Doctor?" she'd say, suspicious.

_**The Eleventh Doctor:**_

Ace seemed to buy his ruse well enough, granted, he hadn't tricked her nearly as many times as Sarah Jane. He could see the doubt in her eyes. She could see right through him, nothing out of the ordinary for her.

This memory wipe was necessary, she had to drink her water, there wasn't any other choice here. _"This isn't one of your Time Lord Tonics of Healing or something is it, Doctor?"_ Oh Sarah Jane, why do you have to be so clever?

The Doctor approached her and sat on the edge of the bed, looking right into her eyes. A little power of suggestion with his Time Lord hypnosis, "Of course not Sarah Jane, just regular water. You're becoming very dehydrated by the antidote in your system." He continued staring into her eyes, slowly reaching to her temples and placing two fingers on each side, "Just drink the water Sarah Jane. You'll feel much better."

He stared at her for a time, trying to get his thoughts projected into her mind, then, before it become obvious he was doing so, he sat up and said, "Ace, I have something for you. Something I'd like you to keep."

_**Sarah Jane Smith:**_

She recognized that look in his eyes too well also. He was going to be firm with her. No, more than that, he was reaching for her face.

"Och! Doctor that isn't fai-" She was saying, vexed, then she hushed as he touched her. Relaxed. Her eyes focused on nothing and she drew the glass to her mouth and carefully drank it swallow after swallow.

She did feel better. Why had she ever argued? But then it was empty. She stared at the empty glass, frowning, wondering how she was supposed to drink it. Surely the answer would become clear.

_**Ace:**_

Ace sat her own glass down next to her and watched The Doctor as he hypnotized Sarah Jane. Ace bite her tongue trying not to say anything, she hated it when he did that, she couldn't stop herself from asking "Wait, why are you?" she stopped herself before finishing the question when she saw Sarah Jane down the glass of tampered water.

"Promise me you'll never do that to me." she asked him mostly out of annoyance and hinted that if he ever did she'd bop him in the nose. Reaching up she scratched her eye with her index finger when The Doctor turned to her _"Ace, I have something for you. Something I'd like you to keep."_ Ace put her hands back down on the infirmary bed and rubbed her palms on it "Ok."

_**The Eleventh Doctor:**_

It wasn't like The Doctor wanted to hypnotize Sarah Jane, she was just being her usual self, questioning everything. Sometimes, people just needed to do exactly as he said. The Doctor didn't answer Ace's first question.  
>'It had to be done Ace, that's why', had nearly come out of his mouth, but he held it in. The Doctor patted Sarah Jane and said, "Just trust The Doctor, alright Sarah?"<p>

He stood as Ace made him make a promise, "Yes Ace, I promise." That's when he offered her his gift. The Doctor went and retrieved it, holding it behind his back until he reached her, "I want you to keep this safe for me, alright Ace?" He pulled out the object from behind his back, revealing his old umbrella.

"Would that be alright? Can you hang onto it? It's very precious and old now, but still in wonderful shape."

_**Ace:**_

Ace watched The Doctor as he got up and went to retrieve something, holding it behind his back. She couldn't help but move her neck from side to side trying to see what it was.

When he was in front of her, she stopped moving around and looked at him _"I want you to keep this safe for me, alright Ace?"_ She tilted her head a tiny bit and nodded "Ok."

Ace looked down when The Doctor pulled out his old umbrella from behind his back. Gingerly she placed and hand on top of the umbrella _"Would that be alright? Can you hang onto it? It's very precious and old now, but still in wonderful shape."_ she had questions as to why he wanted her to hang onto it for him, as well as others but they'd wait for another time "Ya now, you used to take this thing with you everywhere." she couldn't help but think back a little on the first time she met him and he'd tired to lower himself down onto a lower ledge with it, how he managed to get down she still didn't know. "Ya I can look after it for you."

_**Sarah Jane Smith:**_

Sarah Jane stared at the empty glass, frowning still. Surely the answer was simple, and simply eluding her. How did one drink from a glass that was empty? The Doctor would never steer her wrong. She trusted him. She always trusted him. Well, surely there had been a day or twenty when it seemed a better idea to give him her opinion, because being a Time Lord made him a little odd sometimes. Being a renegade Time Lord made him quite odd the rest of the time. But that was then, this was now, and now she trusted him completely.

Her perplexed kitten frown turned in to a winking, blinking, stretch of her mouth as she forced her eyelids to stay open. Why did her eyelids feel so heavy? Well, she'd figure out that second mystery as soon as she was done with the first mystery of the empty glass.

_**The Eleventh Doctor:**_

The Doctor handed the umbrella over to Ace before saying, "Just a moment." He turned back to Sarah Jane, who'd clearly finished off the water now. He smiled to her and said, "Thank you Sarah." He placed his fingertips onto her temples again and focused, "Stop now, you've done so well today Sarah Jane." He released her from his hypnotism, "We'll be meeting again Sarah Jane, wait for me."

He let her relax, hopefully she'd fall asleep soon. When Sarah Jane was finally out, The Doctor looked to Ace and explained his actions to her, "Sorry, your paradox complicated Sarah Jane's time stream a bit. She'll remember everything you did, even that I came to retrieve you both, she just won't remember my face. She can't, not yet."

Moving from Sarah Jane's bed back to Ace's, The Doctor sat. He smiled warmly to her and then complimented her, "You were always so good at those kinds of things, protecting people. Really, really good Ace." A chuckle, "What kinds of adventures have you been getting into lately? I want to know everything."

He couldn't imagine she'd started her career as a humanitarian yet, maybe she had, he wanted to know.

_**Ace:**_

Ace held the umbrella by the handle and tapped the end on the floor lightly. Watching as The Doctor placed his fingertips on Sarah Janes temples and released her from his hypnotism _"Sorry, your paradox complicated Sarah Jane's time stream a bit. She'll remember everything you did, even that I came to retrieve you both, she just won't remember my face. She can't, not yet."_ Ace nodded a little bit "Ya I understand, I think." she sorta did but not completely.

Ace smirked a little staring at the floor a little bit _"You were always so good at those kinds of things, protecting people. Really, really good Ace."_ Ace moved her jaw from side to side for a second trying to decide on a good response to what he said, turning her head to the side she looked at The Doctor "Truthfully, on some level I knew you wheren't going to get her S.O.S." she shrugged "And I intercepted it so I showed up, that and I knew she was important to you. So I decided to do whatever I could to help."

"Heh, what have I been getting into lately." she looked up at the ceiling thinking back "Oh you know, same old, same old kicking butt, blowing stuff up, running into some other Timelords every now and again." she tapped the umbrella on the floor debating whether or not to say it "Been meaning to start up this little charity program, just haven't had a chance to sit down and write out the plans."

_**Sarah Jane Smith:**_

The Doctor explained it. A weight of worry dropped away. His face fuzzed into something more recognizable. She let herself melt back onto the med bed, terribly thankful that not only was it clean and warm, but that it was not crawling with bugs. Even as she started to drift, she could hear Ace and the Doctor talking back and fourth. It was like the strawberry syrup on her ice cream.

Of course she would wait for him. She would wait for as long as it took.

As she slept, dreamlessly, tired body drinking it in.

_**The Eleventh Doctor:**_

Out of the corner of his eye, The Doctor saw that Sarah Jane was peacefully sleeping now. He smiled lightly, and looked back when Ace started talking. When she mentioned that she knew how important Sarah Jane was to him, he looked back to her and said, "You're all so very important to me Ace. You, Sarah Jane, Tegan, Amelia, Rose, Turlough, Jack, Mickey, Jaime, Zoe, I could go on all day." She was right though, Sarah Jane did mean a lot to him on a deeper level. He kept that unsaid, Ace was clever, she understood.

The Doctor listened to Ace's explanation of everything, extremely happy hearing everything that had been going on with her since she'd left him. He'd looked on his companions more often now, ever since Jo had told him how upset she was that he'd taken so long to see her again. The Doctor understood her and had somewhat broken his old rule on not looking back.

When she mentioned her charity plans, The Doctor looked back with a coy smile, "Oh? You don't say." He chuckled, "Ace, I couldn't think of a thing better suited for you. You've got a huge heart. Share it with the world."

_**Ace:**_

Ace nodded listening to The Doctor "I know we are, I was just saying." she shrugged a little she knew he knew what she meant there was no need for long winded explanations.

_"Ace, I couldn't think of a thing better suited for you. You've got a huge heart. Share it with the world."_ She nudged him a little with her shoulder when he made the comment, then reached over picked up her jacket and put it on. "Ya well like I've said before I learned from the best, next question is what have you been keeping up to, I hear rumors but with you it's hard to separate rumor from fact and fact from rumor."

_**The Eleventh Doctor:**_

Ace asked The Doctor a rather complicated question, "Well, it's a bit complicated. I've been knocking about on Earth more than usual. Visiting you lot really." He chuckled, "Don't worry, I won't spoil any of the good stuff. You'll have to take the long route."

He looked up and smiled, "I run, a lot. More than we used to even. There are more targets on my back than there were back then." The Doctor shrugged, "I take more opportunities for a break. Maybe I'm getting old. It's just nice to slow down a bit more." He rubbed the back of his head, "No, admitting you're old is the first problem. I'm only 1104, that's not even middle aged for a Time Lord. I can keep this up forever." He realized he wasn't actually telling much to Ace, so he gave her one snippet, "I've been dealing with a religious order that wants my head. They've gotten close, but I'm still too good at this."

_**Ace:**_

_"Don't worry, I won't spoil any of the good stuff. You'll have to take the long route."_ Ace couldn't help but laugh at that "Ya well since The Dark Lord or what ever his name was fried my time hopper, I really don't have a choice anymore." she shrugged "But honestly I don't mind."

Ace sat and listened to The Doctor as he talked, "Trouble always did seem to follow you like a bad habit." She studied his face for a moment, he'd changed so much since she'd last seen him but something about the eyes always seemed to stay the same "You're only as old as you let yourself think." Ace said with a grin.

She frowned some when he said the religious order wanted his head "What do they want?" Ace asked looking at him. She really hoped he did lie to her or try to change the subject.


	10. Chapter 10

_**The Eleventh Doctor:**_

"Silence," answered The Doctor, "My silence. Something about me makes them want to quiet me forever." He shrugged a bit, "It's all very confusing Ace. Somewhere between my Ninth body and this one, I became too loud. So, I've gone a bit dark. The woman I've been traveling with recently, she's on a break. Well, when I say a break, I mean that I dropped her off home and told her to get some rest."

"Emilie Gunnar," He clarified, "That's her name. She's like the rest of you lot, curious about everything I show to you. Makes for good fun, I've come to see practically everything at this point, been across the Universe twice over, so when someone comes with me for the first time, seeing the Universe through their eyes is very special."

The Doctor patted Ace's shoulder and said, "She's not as, quick to act as you are, but everyone's different." In honesty, The Doctor missed having Ace with him, she always wanted to know what was going on, and The Doctor was always happy to help her figure it out herself, he'd made sure to it, and because of that Ace had become one of the most capable of his companions.

_**Ace:**_

Ace pulled her legs up on the infirmary bed and crossed them, while listening to The Doctor. "They sound serious." to her they also sounded dangerous but she figured he'd already know what she'd say about them so she didn't elaborate on it. She wasn't trying to be mean or anything but she couldn't help but ask "Did you give her the choice to leave or, did you make her leave?" she didn't know if that seemed like a loaded question but it was already out there couldn't be helped, she knew how The Doctor would get sometimes, pushing people away when instead he needed them.

_"Emilie Gunnar,"_ Ace made a mental note to add that to the list of companions that she had stored, just incase Emilie sent and S.O.S. or something like what Sarah Jane did sometime. "She sounds like a nice girl, glad you found someone to keep you company."

Ace smirked a little bit when the Doctor patted her on the shoulder, she missed him and the TARDIS, it was one of if not the best home she'd ever had but that time she thought had passed. Reaching up she scratched her eye with her index finger "Ok, enough with the mushy." she chuckled softly. "What's next?"

_**The Eleventh Doctor:**_

The Doctor knew the answer to Ace's question was never an easy one to make, "It's only for a week, I'm going back for her. It's another timeline thing that needs to be covered up. She's off with another me at the moment, and if I remember," he tapped his fingers, "In a lot of trouble." A chuckle, "She'll be fine."

"What's next? That's a good question Ace."

The Doctor stood up and sighed, "I suppose, first thing is to bring Sarah Jane back to her current place in time, which would be," he trailed off, studying her to get a better idea of her age, "Back to the Eyes of Zeus? I think so." He turned back to Ace and mused, "The better question, is where are you off to Ace? Have plans? Where shall I be taking you?"

_**Ace:**_

Ace started to ask him if it was a younger version of himself or just and alternate one of him, but shook her head and stopped herself, she'd always been on to ask a lot of questions but again there was time for that another time. "If she can hang with you I'd put my money on her that she'll be fine as well."

She clicked her tongue against her teeth _"Back to the Eyes of Zeus? I think so."_ "Ya she said something about being Acquisitions and Public relations on it." Ace shrugged _"The better question, is where are you off to Ace? Have plans? Where shall I be taking you?"_ she raised an eyebrow slightly confused "Me? No I don't have any plans." reaching up Ace scratched the back of her head thinking on it a moment "I guess...you could always just drop me off at my flat." she really didn't have anywhere better to be at the moment and it was the first thing that came to mind. "Or I could always tag along with her for a bit." she nodded towards Sarah Jane "Make sure she stays out of trouble..." she shrugged again.

_**The Eleventh Doctor:**_

He wanted to ask Ace to stay, but he knew it would just be holding her back. The Doctor's companions were all more than friends, more than family even. He knew that at a certain point, he had to let them have their own adventures. He couldn't keep Ace from going on to doing what she was going to do, her future was too vast and touched far too many lives for him to interfere.

A bit hypocritical of him to say, given the woman that slept in the other bed. However, The Doctor had learned his lesson there too. Perhaps he'd make a trip to Bannerman Road after he dropped Ace off.

With a nod, he looked to Ace and said, "Wherever you'd like is fine by me. If you're to stay with Sarah Jane, keep her safe for me?" He asked with a small wink, "She tends to wander right into trouble. It'd be good if she had a friend with a baseball bat around to help her out."

_**Ace:**_

Ace reached out with her hand a little bit towards The Doctors arm, sorta like a child that watches one of their favorite person becomes sad "Hey, if you want me to stay with you I can for a bit."she wanted to stay with him but first she had to be sure that Sarah Jane was back where she needed to be.

"Look, tell you what how about I stick with her for say what couple weeks just to make sure Alec isn't coming back with anything, as a way with revenge." she smiled "Then I'm sure you can think of a way to come get me and keep it from turning into a paradox."

_**The Eleventh Doctor:**_

The Doctor smiled a bit as Ace wrapped her arm around him, "No, I don't think I should keep you from living your life." He chuckled, "You don't even realize the adventures you have coming Ace, how exciting it will all be. You don't have time to waste with an old mad man in a box."

The Doctor looked to Ace as she made such an offer, "Silly woman," he turned her a bit so she could face him, "You don't have to live your life in doing favors for me. You've got such things to do on your own. Don't offer to do something for me Ace, tell me what I should do for you."

_**Ace:**_

Ace watched the Doctor for a minute studying his face again trying to see if it was a test or a trick of some kind. She grinned when it became apparent to her that it wasn't and he was being completely genuine "Ok, drop me off with her and I'll manage from there."she looked over to the door to the infirmary trying to remember if her time hopper was in her jacket or in her bag "Oh...though there is one thing you can do for me."she starting patting around in the pockets of her jacket, before she found it "Mind fixing my time hopper then, Alec broke it and it makes bouncing from planet to planet a hell of a whole lot easier."

_**The Eleventh Doctor:**_

The Doctor looked at the device, "A vortex manipulator? You poor girl." He made a face, knowing how these turned his stomach whenever he used them, "Not to worry Ace, we'll take Sarah Jane back to her room on her big ship, and then you and I can sit down and have a look at this, alright?" Fixing one of these devices could be a bit tricky. One false move, and the TARDIS could make a big hiccup because of it. He'd need to put his full attention on fixing it, so dropping Sarah Jane off first was important.

Didn't want to end up stuck in time making a bigger paradox. He and Ace could handle fixing this on their own.

_**Ace:**_

"Well when you're not around it's my only way to get places, now isn't it."she teased. Truth be told she could always go back into the space fleet if she wanted to, to see places again but she was starting to get content bumming around on earth.

_"Not to worry Ace, we'll take Sarah Jane back to her room on her big ship, and then you and I can sit down and have a look at this, alright?"_ Ace nodded "And I'll make the tea."she was sorry to see Sarah Jane have to go but The Doctor was right, which 99.9% of the time he was but Ace would never tell him that, paradoxes where a whole 'nother box of trouble.

_**The Eleventh Doctor:**_

Grinning The Doctor nodded and replied, "Tea sounds amazing. I wonder if I have any Jammy Dodgers left." Musing to himself, he left the infirmary to find a point they could reach Sarah Jane's ship. If he didn't bring her back soon, he'd be tempted to keep her aboard and create a big paradox.

He was also thinking about Ace. Where had she gotten her hands on the Vortex Manipulator? They weren't exactly on sale in the 21st Century. He shrugged it off and plotted a course for the Eyes of Zeus. Fixing the manipulator was way harder than figuring out where Ace had gotten one.

_**Ace:**_

Ace watched as The Doctor walked out, shaking her head and smiling slightly "Goof." she laid back on the infirmary bed that she had been sitting on, letting her head hang off the other side slightly, closing her eyes and letting herself drift off for a bit.

_**The Eleventh Doctor:**_

With both girls resting, as he'd originally intended, The Doctor was free to track down Sarah Jane's current home, the Eyes of Zeus. As much as he'd love to have her stay with him at the moment, he knew she'd be with him soon. The two of them lived on the term 'good enough'. Seeing each other when they could was all that was they could do. Fate had kept them apart from a continuous life together, however, he could visit her whenever he wanted to.

With the Eyes of Zeus as the chosen destination, The Doctor pulled the ignition lever. The TARDIS gave a while, and he patted the console, "I know, I know, but we both know that she can't stay. Breaks my hearts, yours two, you sentimental old girl."

By know, he was sure the crew of Sarah Jane's ship knew to expect a blue police box materializing now and then. He was sure there wouldn't be much bother. Once they'd landed safely, The Doctor moved to bring Sarah Jane back to a stretcher. Her crew would take care of her, but The Doctor wasn't leaving her side until they had her properly looked after.

When he returned to the infirmary, The Doctor smiled at the sight. Tuckered out companions, both adorable as they rested. The Time Lord lifted Sarah Jane, scooping the petite woman up and carrying her to the stretcher, he was sure that she wouldn't mind if he'd carried her for just a few seconds. It was a matter of wanting to over needing to.

He wheeled her out, back around the corridor and onto the stretcher lift. The Doctor's free hand slipped into Sarah Jane's as he brought her to the TARDIS door. A chuckle threatened to turn into a stammer, "Oh Sarah Jane. Parting is always the worst."

He sighed before bringing her out the door. The staff was there to meet him, he'd expected so. The Doctor nodded to them and said, "I'm not leaving her until she's in her proper place." As the staff took over control of the bed, The Doctor's hand gave Sarah Jane's a soft squeeze.

The Doctor would stay with his Sarah Jane as long as he could.

_**Ace:**_

Ace stayed laid back on the infirmary bed listening to her own breathing. Jerking her eyes open when she heard The Doctor leave with Sarah Jane on the stretcher. Ace rolled feet over head off the infirmary bed, crouching slightly when her feet hit the floor.

She went over to a drawer, jerking it open and started to root around in it before finding what she needed and sticking it in her pocket "I'm not a bad person, TARDIS, really. This just isn't something I think he can handle on his own." no matter how many times she keep telling herself that it didn't make her believe it anymore, she really hoped the ship would understand, but could completely understand if she didn't.

_**Sarah Jane Smith:**_

It was not his voice, or his touch that roused her from her deep sleep.

It was the TARDIS coming. Was that what was at the end of the big tunnel of light? Wouldn't that be something. Sarah Jane chuckled herself into wakefulness, remembering only belatedly that her last memory had been crawling with rather large and plentiful bugs.

But now she was home, Denean, the medic towered over her bed, looking at some sort of readings

Just as it all came into focus, she realized that the TARDIS was not arriving, it was leaving, she saw the last wave of it's transparent, water color self. The last whirling soft whistle as it spiraled into the Void.

"Ace." she said, surprised to find her voice a whisper. "You did it . . .you did it." The last thing she saw was Denean's face loom, smiling, familiar and reassuring into her own.

"Doctor." She said, near inaudible, eyes a thousand miles away, but her appreciation clear in her tone.

Then she slept again.

_**The Eleventh Doctor:**_

Knowing Sarah Jane was resting peacefully with the safety of her crew made him feel a bit relieved, relaxed even. He was in the TARDIS with Ace. All was well, he could let his guard down a drop and take things slowly for an hour or so. Everything was in shape, he just wanted to get out of the Eyes of Zeus, to resist temptations flowing. He did just that, dematerialize out of the ship, not to far away or long ahead.

Now without the temptation to go hunting for Sarah Jane, he could help Ace out with her Vortex Manipulator all would be well. He made his way back to the infirmary, knocking on the door, "Ace, are you still asleep?" He asked quietly, in case she still was.

No response. The Doctor wanted to just peek in, check to see if she was alright. Unsuspecting, he opened the door all the way.

_**Ace:**_

She could hear The Doctor coming back and reached into her pocket where she had stuck a blaster earlier, pulling it out she looked at it and turned it to high stun only. "Forgive me." She waited till The Doctor peaked around the corner before pulling the trigger on the blaster and aiming for the center of his chest.

It killed her to do it, it really did but she knew if she told him what she had planned to do, he wouldn't have let her do what she had to do, she had plans for the Silence and none of it was going be pretty.

_**The Eleventh Doctor:**_

The Doctor hadn't seen that coming at all. He'd crossed through the door and barely heard Ace ask for his forgiveness before things became uncomfortable and eventually dark. He teetered, vision blurring, "A-ace, what did, you do?"

His eyelids grew heavy, his body even more than his head. The Doctor stumbled, and then did a full out face flop onto the floor. Laying there in a heap, he passed out.

_**Ace:**_

Ace moved over to The Doctor quickly, "I'm sorry, I'm sorry, but you wouldn't understood if I told you." she laid her head on his back for a second, making sure both his hearts where beating fine. Closing her eyes, she took a deep breath of relief when she thought his hearts sounded fine. "Good." getting up she moved over to another set of drawers, searching through it, trying to find some kind of pen and paper. She finally found some and scrawled out a quick note, _**"I have my reasons, you would have stopped me. Please, don't be mad with me. However, someone has to stop the Silence before they get to close."**_

Moving back over to The Doctor, Ace took one of the safety pins off of her jacket and pinned it to the back of The Doctors jacket. She'd roll him over, but she didn't want to risk waking him up, even though he was stunned, there was still that chance.

Ace ran down the stairs into the console room skipping the last couple of steps and ran up to the console. She stopped, looking at the levers "Come on Ace. You can remember this." she started moving around the console, throwing levers and flipping switches.

(That's where it ends another story for another day, read and review.)


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